##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-Q



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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 2001

Commission file number: 01-10920

FISHER SCIENTIFIC INTERNATIONAL INC.

(Exact name of registrant as specified in its
charter.)


|                                                                |  |                                      
|--------------------------------------------------------------- |  | -------------------------------------
|Delaware                                                        |  | 02-0451017                           
|(State or other jurisdiction of
	Incorporation or organization) |  | (I.R.S. Employer
	Identification No.)
|                                                               
|One Liberty Lane, Hampton, New Hampshire                        |  | 03842                                
|(Address of principal executive offices)                        |  | (Zip Code)                           

Registrants telephone number, including area code:
(603) 926-5911

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days:  Yes  

  No  .

The number of shares of Common Stock outstanding at May 11,
2001 was 53,876,439.



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TABLE OF CONTENTS



|                                                  |                                                                                                 |                                          |  |  |  |  |  | 
|------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ---------------------------------------- |  |  |  |  |  | 
|PART 1 -- FINANCIAL INFORMATION                  
|                                                  | Item 1 -- Financial Statements                                                                 
|                                                  |                                                                                                 | INTRODUCTION TO THE FINANCIAL STATEMENTS
|                                                  |                                                                                                 | STATEMENT OF OPERATIONS                 
|                                                  |                                                                                                 | BALANCE SHEET                           
|                                                  |                                                                                                 | STATEMENT OF CASH FLOWS                 
|                                                  |                                                                                                 | NOTES TO FINANCIAL STATEMENTS           
|                                                  | Item 2 -- Managements Discussion and Analysis of Results of Operations and Financial Condition
|                                                  | Item 3 -- Quantitative and Qualitative Disclosures About Market Risk                           
|PART II -- OTHER INFORMATION                     
|                                                  | Item 6 -- Exhibits and Reports on Form 8-K                                                     
|SIGNATURE                                        
|Exhibit Index                                    
|EX-10.19 Amendment #2 to the Investors' Agreement



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.

Form 10-Q

For the Quarter Ended March 31, 2001


INDEX

|                                |                                                                                                 |                                                                       |    |    |   | 
|------------------------------- | ----------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | -- | -- | - | 
|                                |                                                                                                 | Page                                                                 
|                                |                                                                                                 | No.                                                                  
|                                |                                                                                                 |                                                                      
|PART I  FINANCIAL INFORMATION: |                                                                                                 |                                                                       |    |   
|                               
|                               
|                               
|                               
|                               
|                                | Item 1  Financial Statements:                                                                  |                                                                       |    |    |  
|                               
|                               
|                               
|                               
|                                |                                                                                                 | Introduction to the Financial Statements                              |    |    | 2 | 
|                               
|                               
|                               
|                               
|                                |                                                                                                 | Statement of Operations  Three Months Ended
	March 31, 2001 and 2000 |    |    | 3 | 
|                               
|                               
|                               
|                               
|                                |                                                                                                 | Balance Sheet  March 31, 2001 and
	December 31, 2000                 |    |    | 4 | 
|                               
|                               
|                               
|                               
|                                |                                                                                                 | Statement of Cash Flows  Three Months Ended
	March 31, 2001 and 2000 |    |    | 5 | 
|                               
|                               
|                               
|                               
|                                |                                                                                                 | Notes to Financial Statements                                         |    |    | 6 | 
|                               
|                               
|                               
|                               
|                               
|                                | Item 2  Managements Discussion and
	Analysis of Results of Operations and Financial Condition |                                                                       |    | 10 |  
|                               
|                               
|                               
|                               
|                               
|                                | Item 3  Quantitative and Qualitative Disclosures
	About Market Risk                            |                                                                       |    | 13 |  
|                               
|                               
|                               
|                               
|                               
|PART II  OTHER INFORMATION:    |                                                                                                 |                                                                       |    |   
|                               
|                               
|                               
|                               
|                               
|                                | Item 6  Exhibits and Reports on Form 8-K                                                       |                                                                       |    | 14 |  
|                               
|                               
|                               
|                               
|                               
|SIGNATURE                       |                                                                                                 |                                                                       | 15 |   
|                               
|                               
|                               
|                               
|                               
|EXHIBIT INDEX                   |                                                                                                 |                                                                       | 16 |   

1



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






PART 1  FINANCIAL INFORMATION





Item 1  Financial Statements




INTRODUCTION TO THE FINANCIAL STATEMENTS

The financial statements included herein have been prepared by
Fisher Scientific International Inc. (Fisher or the
Company), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission
(SEC). Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United
States of America have been condensed or omitted pursuant to
such rules and regulations. The December 31, 2000 balance
sheet is the balance sheet included in the audited financial
statements as shown in the Companys 2000 Annual Report on
Form 10-K. The Company believes that the disclosures are
adequate to make the information presented not misleading when
read in conjunction with the financial statements included in
the Companys Annual Report on Form 10-K for the year
ended December 31, 2000.

The financial information presented herein reflects all
adjustments (consisting only of normal-recurring adjustments)
that are, in the opinion of management, necessary for a fair
presentation of the results for the interim periods presented.
The results for interim periods are not necessarily indicative
of the results to be expected for the full year.

2



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF OPERATIONS


(in millions, except per share data)


(unaudited)


|                                            |         |                    |       |       |   |   |       |      | 
|------------------------------------------- | ------- | ------------------ | ----- | ----- | - | - | ----- | ---- | 
|                                            |         |                   
|                                            |         | Three Months Ended
|                                            |         | March 31,         
|                                            |         |                   
|                                            |         | 2001               |       | 2000 
|                                            |         |                    |       |      
|Sales                                       |         | $                  | 687.0 |       |   | $ | 653.2 |     
|                                           
|                                           
|                                           
|                                           
|Cost of sales                               |         |                    | 512.6 |       |   |   | 488.4 |     
|                                           
|                                           
|                                           
|                                           
|Selling, general and administrative expense |         |                    | 132.8 |       |   |   | 125.4 |     
|                                           
|                                           
|                                           
|                                           
|Restructuring and other charges             |         |                    | 51.6  |       |   |   |      |     
|                                            |         |                    |       |       |   |   |       |     
|Income (loss) from operations               |         |                    | (10.0 | )     |   |   | 39.4  |     
|                                           
|                                           
|                                           
|                                           
|Interest expense                            |         |                    | 26.4  |       |   |   | 25.7  |     
|                                           
|                                           
|                                           
|                                           
|Other (income) expense, net                 |         |                    | 0.5   |       |   |   | (1.7  | )   
|                                            |         |                    |       |       |   |   |       |     
|Income (loss) before income taxes           |         |                    | (36.9 | )     |   |   | 15.4  |     
|                                           
|                                           
|                                           
|                                           
|Income tax provision (benefit)              |         |                    | (13.2 | )     |   |   | 6.9   |     
|                                            |         |                    |       |       |   |   |       |     
|Net income (loss)                           |         | $                  | (23.7 | )     |   | $ | 8.5   |     
|                                            |         |                    |       |       |   |   |       |     
|Net income (loss) per common share:         |         |                    |       |       |   |   |       |     
|                                           
|                                           
|                                           
|                                           
|                                            | Basic   |                    | $     | (0.59 | ) |   | $     | 0.21 | 
|                                            |         |                    |       |       |   |   |       |     
|                                            | Diluted |                    | $     | (0.59 | ) |   | $     | 0.19 | 
|                                            |         |                    |       |       |   |   |       |     

See the accompanying notes to financial statements.

3



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FISHER SCIENTIFIC INTERNATIONAL INC.






BALANCE SHEET


(in millions)


|                                      |                                       |                           |                                             |              |       |         |       |        |       |         |  
|------------------------------------- | ------------------------------------- | ------------------------- | ------------------------------------------- | ------------ | ----- | ------- | ----- | ------ | ----- | ------- | -
|                                      |                                       | March 31,                 |                                             | December 31,
|                                      |                                       | 2001                      |                                             | 2000        
|                                      |                                       |                           |                                             |             
|                                      |                                       | (unaudited)               |                                             |             
|                                     
|                                     
|                                     
|                                     
|ASSETS                               
|                                     
|                                     
|                                     
|                                     
|Current assets:                       |                                       |                           |                                             |              |       |         |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Cash and cash equivalents             |                           | $                                           | 45.2         |       |         | $     | 66.0   |      
|                                     
|                                     
|                                     
|                                     
|                                      | Receivables, net                      |                           |                                             | 178.6        |       |         |       | 296.8  |      
|                                     
|                                     
|                                     
|                                     
|                                      | Inventories                           |                           |                                             | 233.4        |       |         |       | 224.2  |      
|                                     
|                                     
|                                     
|                                     
|                                      | Other current assets                  |                           |                                             | 65.0         |       |         |       | 63.6   |      
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       | Total current assets      |                                             |              | 522.2 |         |       |        | 650.6 |        
|                                     
|                                     
|                                     
|                                     
|Property, plant and equipment         |                                       |                           | 294.0                                       |              |       |         | 251.3 |       
|                                     
|                                     
|                                     
|                                     
|Goodwill                              |                                       |                           | 393.9                                       |              |       |         | 334.2 |       
|                                     
|                                     
|                                     
|                                     
|Other assets                          |                                       |                           | 188.8                                       |              |       |         | 149.6 |       
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       |                           | Total assets                                |              | $     | 1,398.9 |       |        | $     | 1,385.7 |  
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                     
|                                     
|                                     
|                                     
|LIABILITIES AND STOCKHOLDERS DEFICIT
|                                     
|                                     
|                                     
|                                     
|Current liabilities:                  |                                       |                           |                                             |              |       |         |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Short-term debt                       |                           | $                                           | 50.0         |       |         | $     | 47.6   |      
|                                     
|                                     
|                                     
|                                     
|                                      | Accounts payable                      |                           |                                             | 317.7        |       |         |       | 308.5  |      
|                                     
|                                     
|                                     
|                                     
|                                      | Accrued and other current liabilities |                           |                                             | 165.4        |       |         |       | 151.7  |      
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       | Total current liabilities |                                             |              | 533.1 |         |       |        | 507.8 |        
|                                     
|                                     
|                                     
|                                     
|Long-term debt                        |                                       |                           | 987.4                                       |              |       |         | 991.1 |       
|                                     
|                                     
|                                     
|                                     
|Other liabilities                     |                                       |                           | 200.6                                       |              |       |         | 198.5 |       
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       |                           | Total liabilities                           |              |       | 1,721.1 |       |        |       | 1,697.4 |  
|                                      |                                       |                           |                                             |              |       |         |       |       
|Commitments and contingencies         |                                       |                           |                                            |              |       |         |      |       
|                                     
|                                     
|                                     
|                                     
|Stockholders deficit:                |                                       |                           |                                             |              |       |         |       |       
|                                     
|                                     
|                                     
|                                     
|                                      | Preferred stock                       |                           |                                             |             |       |         |       |       |      
|                                     
|                                     
|                                     
|                                     
|                                      | Common stock                          |                           |                                             | 0.4          |       |         |       | 0.4    |      
|                                     
|                                     
|                                     
|                                     
|                                      | Capital in excess of par value        |                           |                                             | 359.6        |       |         |       | 326.0  |      
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated deficit                   |                           |                                             | (595.6       | )     |         |       | (571.9 | )    
|                                     
|                                     
|                                     
|                                     
|                                      | Accumulated other comprehensive loss  |                           |                                             | (86.3        | )     |         |       | (65.9  | )    
|                                     
|                                     
|                                     
|                                     
|                                      | Treasury stock                        |                           |                                             | (0.3         | )     |         |       | (0.3   | )    
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       |                           | Total stockholders deficit                 |              |       | (322.2  | )     |        |       | (311.7  | )
|                                      |                                       |                           |                                             |              |       |         |       |       
|                                      |                                       |                           | Total liabilities and stockholders deficit |              | $     | 1,398.9 |       |        | $     | 1,385.7 |  
|                                      |                                       |                           |                                             |              |       |         |       |       

See the accompanying notes to financial statements.

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FISHER SCIENTIFIC INTERNATIONAL INC.






STATEMENT OF CASH FLOWS


(in millions)


(unaudited)


|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |       |      |       |  
|------------------------------------------------------------ | --------------------------------------------------------------------------------- | ---------------------------------------------------------------------- | ----------------------------------------------- | ------ | ----- | ------ | ---- | ----- | ---- | ----- | -
|                                                             |                                                                                   |                                                                       
|                                                             |                                                                                   | Three Months Ended                                                    
|                                                             |                                                                                   | March 31,                                                             
|                                                             |                                                                                   |                                                                       
|                                                             |                                                                                   | 2001                                                                   |                                                 | 2000  
|                                                             |                                                                                   |                                                                        |                                                 |       
|Cash flows from operating activities:                        |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Net income (loss)                                                                 |                                                                        | $                                               | (23.7  | )     |        | $    | 8.5   |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Adjustments to reconcile net income (loss) to cash used in
	operating activities: |                                                                        |                                                 |        |       |        |      |       |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Restructuring and other charges, net of cash expended                  |                                                 |        | 51.4  |        |      |       |     |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Depreciation and amortization                                          |                                                 |        | 17.9  |        |      |       | 15.9 |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Loss on sale of property, plant and equipment and write-off of
	assets |                                                 |        |      |        |      |       | 0.2  |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Deferred income taxes                                                  |                                                 |        | (12.0 | )      |      |       | 0.6  |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Equity in loss of unconsolidated affiliates                            |                                                 |        | 1.3   |        |      |       |     |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Changes in working capital, net of effects of acquisitions:            |                                                 |        |       |        |      |       |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   |                                                                        | Receivables, net                                |        |       | (26.6  | )    |       |      | (23.5 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   |                                                                        | Inventories                                     |        |       | (10.3  | )    |       |      | (10.2 | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   |                                                                        | Payables, accrued and other current liabilities |        |       | (3.7   | )    |       |      | (2.7  | )
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   |                                                                        | Other working capital changes                   |        |       | (0.5   | )    |       |      | 9.1   |  
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             |                                                                                   | Other assets and liabilities                                           |                                                 |        | (5.4  | )      |      |       | (4.2 | )    
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                             |                                                                                   |                                                                        | Cash used in operating activities               |        |       | (11.6  | )    |       |      | (6.3  | )
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|Cash flows from investing activities:                        |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Acquisitions                                                                      |                                                                        |                                                 | (159.5 | )     |        |      | (20.5 | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Capital expenditures                                                              |                                                                        |                                                 | (6.0   | )     |        |      | (4.7  | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from sale of property, plant and equipment                               |                                                                        |                                                 |       |       |        |      | 0.2   |     
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                             |                                                                                   |                                                                        | Cash used in investing activities               |        |       | (165.5 | )    |       |      | (25.0 | )
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|Cash flows from financing activities:                        |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from stock options exercised                                             |                                                                        |                                                 |       |       |        |      | 0.2   |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from accounts receivable securitization, net                             |                                                                        |                                                 | 155.5  |       |        |      | 31.1  |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Proceeds from long-term debt                                                      |                                                                        |                                                 |       |       |        |      | 7.1   |     
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Payments of long-term debt                                                        |                                                                        |                                                 | (1.3   | )     |        |      | (0.7  | )   
|                                                            
|                                                            
|                                                            
|                                                            
|                                                             | Changes in short-term debt, net                                                   |                                                                        |                                                 | 3.7    |       |        |      | (0.7  | )   
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|                                                             |                                                                                   |                                                                        | Cash provided by financing activities           |        |       | 157.9  |      |       |      | 37.0  |  
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|Effect of exchange rate changes on cash and cash equivalents |                                                                                   |                                                                        | (1.6                                            | )      |       |        | (0.8 | )    
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|Net change in cash and cash equivalents                      |                                                                                   |                                                                        | (20.8                                           | )      |       |        | 4.9  |      
|                                                            
|                                                            
|                                                            
|                                                            
|Cash and cash equivalents  beginning of period              |                                                                                   |                                                                        | 66.0                                            |        |       |        | 50.3 |      
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      
|Cash and cash equivalents  end of period                    |                                                                                   | $                                                                      | 45.2                                            |        |       | $      | 55.2 |      
|                                                             |                                                                                   |                                                                        |                                                 |        |       |        |      |      

See the accompanying notes to financial statements.

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.






NOTES TO FINANCIAL STATEMENTS


(unaudited)


Note 1  Nature of Business and Results of
Operations

Fisher Scientific International Inc. (Fisher or the
Company) was incorporated in September 1991.
The Companys operations are conducted throughout North and
South America, Europe, the Far East, the Middle East and Africa
directly or through one or more subsidiaries, joint ventures,
agents or dealers. The Company is managed in three business
segments: domestic distribution, international distribution, and
laboratory workstations. The domestic and international
distribution segments engage in the supply, marketing, service
and manufacture of scientific, clinical, educational, and
occupational health and safety products. The laboratory
workstations segment manufactures laboratory workstations, fume
hoods and enclosures for technology and communication centers.

Certain prior year amounts have been reclassified to conform to
their current presentation.

Note 2  Inventories

The following is a summary of inventories by major category (in
millions):

|                  |       |           |       |              |  |   |       |       | 
|----------------- | ----- | --------- | ----- | ------------ |  | - | ----- | ----- | 
|                  |       | March 31, |       | December 31,
|                  |       | 2001      |       | 2000        
|                  |       |           |       |             
|Raw materials     |       | $         | 29.8  |              |  | $ | 28.8  |      
|                 
|                 
|                 
|                 
|Work in process   |       |           | 7.7   |              |  |   | 6.9   |      
|                 
|                 
|                 
|                 
|Finished products |       |           | 195.9 |              |  |   | 188.5 |      
|                  |       |           |       |              |  |   |       |      
|                  | Total |           | $     | 233.4        |  |   | $     | 224.2 | 
|                  |       |           |       |              |  |   |       |      

Note 3  Acquisitions

In February 2001, the Company acquired the pharmaceutical
packaging services business of Covance, Inc. and renamed it
Fisher Clinical Services Inc. (FCS). FCS enables
pharmaceutical and biotechnology companies and other customers
to outsource the packaging, labeling and distribution of
prescription drugs used in phase III and IV clinical
trials. The purchase price of $137.5 million, which is subject
to adjustment based upon the closing balance sheet, was financed
through the sale of receivables under the Companys
receivables securitization facility.

The acquisition was accounted for under the purchase method of
accounting. Accordingly, the Companys March 31, 2001
balance sheet includes estimates of the fair market value of
assets and liabilities acquired in connection with this
acquisition. The excess of the purchase price over the fair
value of net assets acquired (goodwill) reflects certain
estimates based upon preliminary studies; final allocation of
the purchase price will be made after appraisals, valuations and
other studies relating to the acquired assets and liabilities
are completed. The excess of the purchase price over the
estimated fair value of the net assets acquired in this
transaction was approximately $72 million which will be
amortized on a straight-line basis over 20 years. The
results of FCS have been included in the domestic distribution
segment from the date of acquisition. The pro forma effect of
this acquisition is not material to the Companys financial
statements.

Also during the first quarter of 2001, the Company invested
$22.0 million for minority interests in two entities. The
Company is accounting for these investments using the equity
method of accounting.

Note 4  Derivatives Financial
Instruments

Effective January 1, 2001, Fisher adopted Statement of Financial
Accounting Standards No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS
133), as amended, which establishes accounting and
reporting standards for derivative instruments, including
certain derivative

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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

instruments embedded in other contracts and for hedging
activities. All derivatives, whether designated in hedging
relationships or not, are required to be recorded on the balance
sheet at fair value. If the derivative is designated as a fair
value hedge, the changes in the fair value of the derivative and
of the hedged item attributable to the hedged risk are
recognized in earnings. If the derivative is designated as a
cash flow hedge, the effective portions of changes in the fair
value of the derivative are recorded in other comprehensive
income (OCI) and are recognized in the income statement when the
hedged item affects earnings. Ineffective portions of changes in
the fair value of cash flow hedges are recognized in earnings.
For derivative instruments not designated as hedging
instruments, changes in fair value are recognized in earnings in
the current period. The adoption of SFAS 133, as amended,
resulted in a $0.8 million pre-tax ($0.5 million
after-tax) reduction to OCI on January 1, 2001.

The nature of Fishers business activities necessarily
involves the management of various financial and market risks,
including those related to changes in interest rates and foreign
currency exchange rates. As discussed more fully in notes 3, 6
and 12 to the financial statements appearing in the
Companys 2000 Annual Report on Form 10-K, Fisher uses
derivative financial instruments to mitigate or eliminate
certain of those risks. The Company assesses, both at the
inception of the hedge and on an on-going basis, whether the
derivatives that are used in hedging transactions are highly
effective in offsetting changes in cash flows of hedged items.
When it is determined that a derivative is not highly effective
as a hedge, the Company discontinues hedge accounting
prospectively. Fisher does not hold derivatives for trading
purposes.

The Company enters into interest-rate swap agreements in order
to manage its exposure to interest rate risk. These interest
rate swaps are designated as cash flow hedges of Fishers
variable rate debt. During the quarter ended March 30,
2001, no ineffectiveness was recognized in the statement of
operations on these hedges. Amounts accumulated in OCI are
reclassified into earnings as interest is accrued on the hedged
transactions. The amounts accumulated in OCI will fluctuate
based on changes in the fair value of the Companys
derivatives at each reporting period.

Note 5  Comprehensive Loss

The following is a summary of comprehensive loss for the three
months ended March 31, 2001 and 2000 (in millions).
Comprehensive loss components included in stockholders
deficit include any changes in equity during a period that are
not the result of transactions with the Companys
stockholders.

|                                          |                    |              |       |       |   |   |      |      |  
|----------------------------------------- | ------------------ | ------------ | ----- | ----- | - | - | ---- | ---- | -
|                                          |                    |             
|                                          |                    | Three Months
|                                          |                    | Ended       
|                                          |                    | March 31,   
|                                          |                    |             
|                                          |                    | 2001         |       | 2000 
|                                          |                    |              |       |      
|Net income (loss)                         |                    | $            | (23.7 | )     |   | $ | 8.5  |     
|                                         
|                                         
|                                         
|                                         
|Foreign currency translation adjustment   |                    |              | (16.2 | )     |   |   | (9.0 | )   
|                                         
|                                         
|                                         
|                                         
|Unrealized loss on derivative instruments |                    |              | (3.3  | )     |   |   |     |     
|                                         
|                                         
|                                         
|                                         
|Unrealized investment loss                |                    |              | (0.9  | )     |   |   |     |     
|                                          |                    |              |       |       |   |   |      |     
|                                          | Comprehensive loss |              | $     | (44.1 | ) |   | $    | (0.5 | )
|                                          |                    |              |       |       |   |   |      |     

7



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Note 6  Earnings Per Share

The following is a reconciliation of the shares used in the
computation of basic and diluted earnings per share for the
three months ended March 31, 2001 and 2000 (in millions):

|                                                                                                         |  |              |      |      |  |  |      | 
|-------------------------------------------------------------------------------------------------------- |  | ------------ | ---- | ---- |  |  | ---- | 
|                                                                                                         |  |             
|                                                                                                         |  | Three Months
|                                                                                                         |  | Ended       
|                                                                                                         |  | March 31,   
|                                                                                                         |  |             
|                                                                                                         |  | 2001         |      | 2000
|                                                                                                         |  |              |      |     
|Weighted average shares of common stock outstanding used in the
	computation of basic earnings per share |  |              | 40.1 |      |  |  | 40.1 | 
|                                                                                                        
|                                                                                                        
|                                                                                                        
|                                                                                                        
|Common stock equivalents(a)                                                                              |  |              |     |      |  |  | 4.6  | 
|                                                                                                         |  |              |      |      |  |  |      | 
|Shares used in the computation of diluted earnings per share                                             |  |              | 40.1 |      |  |  | 44.7 | 
|                                                                                                         |  |              |      |      |  |  |      | 




|    |                                                                                                                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(a) | The amount of outstanding antidilutive common stock options and
	warrants excluded from the computation of diluted earnings per
	share for the three months ended March 31, 2001 was 7.4
	million. No options or warrants were excluded from the
	calculation of diluted earnings per share for the three months
	ended March 31, 2000.

Note 7  Restructuring and Other
Charges

During the first quarter of 2001, the Company adopted and
commenced implementation of a streamlining plan (the
Plan) aimed at improving its operations, largely
through office, warehouse and manufacturing facility
consolidations and the discontinuance of certain product lines.
The Company recorded $18.1 million of restructuring charges and
incurred a $1.1 million inventory write-off to cost of sales in
the first quarter related to the Plan. The Company estimates
incurring an additional $6 million to $8 million of expenses
related to the Plan during the remainder of 2001.

The restructuring charge consists of $10.9 million related to
accruals for employee separation arrangements and $7.2 million
of exit costs. The charge for employee separation arrangements
relates to termination and other severance costs associated with
approximately 500 salaried and hourly employees who will be
severed as part of the Plan. The other exit costs relate
primarily to lease cancellation costs and costs associated with
the discontinuation of certain product lines. As of
March 31, 2001, the Company had expended $0.2 million of
the $18.1 million accrued.

At December 31, 2000, the Company also had $2.6 million of
accruals remaining from restructuring charges recorded in years
prior to 2000. The implementation of these plans was complete as
of December 31, 2000. The remaining accruals related
primarily to long-term lease and severance obligations. Spending
against these accruals was $0.7 million during the three months
ended March 31, 2001.

On March 30, 2001, the Company accelerated the vesting of
approximately 2.3 million common stock options with an average
exercise price of $20.85 per share. These options were then
converted into the right to receive approximately 1.0 million
shares of common stock, which were issued and deposited into a
rabbi trust. The shares issued represent on a per
share basis the difference between the last reported sale price
of the common stock on March 30, 2001 of $35.44 and the
exercise price of the option divided by $35.44. As a result of
these transactions, the Company recorded a primarily noncash
compensation charge of $33.5 million during the first quarter of
2001.

8



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##### Table of Contents



FISHER SCIENTIFIC INTERNATIONAL INC.


NOTES TO FINANCIAL STATEMENTS  (Continued)

Note 8  Segment Information

Selected business segment financial information for the three
months ended March 31, 2001 and 2000 is shown below (in
millions):

|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |      |      | 
|------------------------------- | ----------------- | ----- | ----- | ---------- | ----- | ------------- | ----- | ----- | ----- | - | ----- | ---- | ----- | - | ---- | ---- | ---- | 
|                                |                   |       |       |            |       |              
|                                |                   |       |       |            |       | Income (Loss)
|                                |                   |       |       | from      
|                                |                   | Sales |       | Operations
|                                |                   |       |       |           
|                                |                   | 2001  |       | 2000       |       | 2001          |       | 2000 
|                                |                   |       |       |            |       |               |       |      
|Domestic distribution           |                   | $     | 573.5 |            |       | $             | 536.9 |       |       | $ | 38.3  |      |       | $ | 36.6 |     
|                               
|                               
|                               
|                               
|International distribution      |                   |       | 110.6 |            |       |               | 113.9 |       |       |   | 3.9   |      |       |   | 2.6  |     
|                               
|                               
|                               
|                               
|Laboratory workstations         |                   |       | 41.8  |            |       |               | 38.3  |       |       |   | 0.5   |      |       |   | 0.5  |     
|                               
|                               
|                               
|                               
|Eliminations                    |                   |       | (38.9 | )          |       |               | (35.9 | )     |       |   |      |      |       |   | (0.3 | )   
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     
|                                | Segment sub-total |       |       | 687.0      |       |               |       | 653.2 |       |   |       | 42.7 |       |   |      | 39.4 |     
|                               
|                               
|                               
|                               
|Restructuring and other charges |                   |       |      |            |       |               |      |       |       |   | (51.6 | )    |       |   |     |     
|                               
|                               
|                               
|                               
|Nonrecurring charges            |                   |       |      |            |       |               |      |       |       |   | (1.1  | )    |       |   |     |     
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     
|                                |                   | Total |       | $          | 687.0 |               |       | $     | 653.2 |   |       | $    | (10.0 | ) |      | $    | 39.4 | 
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     

Income (loss) from operations is revenue less related costs
and direct and allocated expenses. Intercompany sales and
transfers between segments were not material for the three
months ended March 31, 2001 and 2000. The domestic
distribution, international distribution and laboratory
workstations segments accounted for $15.4 million, $2.6 million
and $0.1 million, respectively, of the 2001 restructuring
charge. The domestic distribution segment accounted for $1.1
million of the 2001 nonrecurring charges.

Note 9  Subsequent Event

On May 9, 2001, the Company sold 12.8 million shares of
common stock in a public offering at a price of $24.00 per
share. Proceeds to the Company, after deducting the underwriting
discount and estimated expenses, were approximately $290
million. Fisher intends to use the net proceeds from the
offering for general corporate purposes, including potential
acquisitions.

9



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##### Table of Contents






Item 2  Managements Discussion and
Analysis of Results of Operations and Financial Condition

This Form 10-Q contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of 1934. The
Companys actual results could differ materially from those
set forth in the forward-looking statements. Certain factors
that might cause such a difference include those discussed in
the section entitled Managements Discussion and
Analysis of Results of Operations and Financial
Condition  Cautionary Factors Regarding
Forward-Looking Statements contained in the Companys
Form 10-K for the year ended December 31, 2000. The
Company undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new
information, future events or otherwise. In light of these
risks, uncertainties and assumptions, the forward-looking events
discussed in the report might not occur.

On May 9, 2001, the Company sold 12.8 million shares
of common stock in a public offering at a price of $24.00 per
share. Proceeds to the Company, after deducting the underwriting
discount and estimated expenses, were approximately
$290 million. Fisher intends to use the net proceeds from
the offering for general corporate purposes, including potential
acquisitions.

In February 2001, the Company acquired the pharmaceutical
packaging services business of Covance Inc., and renamed it
Fisher Clinical Services Inc. (FCS). FCS enables
pharmaceutical and biotechnology companies and other customers
to outsource the packaging, labeling and distribution of
prescription drugs used in phase III and IV clinical trials. The
purchase price of $137.5 million was financed through the
sale of receivables under the Companys receivables
securitization facility.

Results of Operations

The following table sets forth the Companys sales and
income (loss) from operations by segment for the three
months ended March 31, 2001 and 2000 (in millions):

|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |      |      | 
|------------------------------- | ----------------- | ----- | ----- | ---------- | ----- | ------------- | ----- | ----- | ----- | - | ----- | ---- | ----- | - | ---- | ---- | ---- | 
|                                |                   |       |       |            |       |              
|                                |                   |       |       |            |       | Income (Loss)
|                                |                   |       |       | from      
|                                |                   | Sales |       | Operations
|                                |                   |       |       |           
|                                |                   | 2001  |       | 2000       |       | 2001          |       | 2000 
|                                |                   |       |       |            |       |               |       |      
|Domestic distribution           |                   | $     | 573.5 |            |       | $             | 536.9 |       |       | $ | 38.3  |      |       | $ | 36.6 |     
|                               
|                               
|                               
|                               
|International distribution      |                   |       | 110.6 |            |       |               | 113.9 |       |       |   | 3.9   |      |       |   | 2.6  |     
|                               
|                               
|                               
|                               
|Laboratory workstations         |                   |       | 41.8  |            |       |               | 38.3  |       |       |   | 0.5   |      |       |   | 0.5  |     
|                               
|                               
|                               
|                               
|Eliminations                    |                   |       | (38.9 | )          |       |               | (35.9 | )     |       |   |      |      |       |   | (0.3 | )   
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     
|                                | Segment sub-total |       |       | 687.0      |       |               |       | 653.2 |       |   |       | 42.7 |       |   |      | 39.4 |     
|                               
|                               
|                               
|                               
|Restructuring and other charges |                   |       |      |            |       |               |      |       |       |   | (51.6 | )    |       |   |     |     
|                               
|                               
|                               
|                               
|Nonrecurring charges            |                   |       |      |            |       |               |      |       |       |   | (1.1  | )    |       |   |     |     
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     
|                                |                   | Total |       | $          | 687.0 |               |       | $     | 653.2 |   |       | $    | (10.0 | ) |      | $    | 39.4 | 
|                                |                   |       |       |            |       |               |       |       |       |   |       |      |       |   |      |     

Sales

Sales for the three months ended March 31, 2001 increased
5.2% to $687.0 million from $653.2 million for the
comparable period in 2000. Excluding the impact of foreign
exchange, sales increased to $695.8 million for the current
quarter, a 6.5% increase from the prior year quarter. Sales
growth in the domestic distribution segment of 6.8% was
primarily due to internal sales growth fueled largely by
increased demand in the research and healthcare markets and due
to the inclusion of FCS, which was acquired in
February 2001. The sales decline in the international
distribution segment was due to continued strengthening of the
U.S. dollar, particularly against the major European currencies.
Excluding the impact of foreign exchange, international
distribution sales increased to $118.5 million for the
current quarter, a 4.0% increase from the prior year quarter.
The sales increase in the laboratory workstations segment was
due to increased market demand.

10



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##### Table of Contents



Gross Profit

Fishers gross profit for the three months ended
March 31, 2001 increased 5.8% to $174.4 million from
$164.8 million for the comparable period in 2000, primarily
as a result of increased sales volume. Gross profit as a percent
of sales increased to 25.4% for the three months ended
March 31, 2001, from 25.2% for the comparable period in
2000. Gross profit in 2001 was reduced by $1.1 million for
inventory write-offs related to the restructuring plan
implemented in the first quarter.

Selling, General and Administrative
Expense

Selling, general and administrative expense for the three months
ended March 31, 2001 increased 5.9% to $132.8 million
from $125.4 million for the comparable period in 2000. The
increase in selling, general and administrative expense in 2001
was primarily due to increased sales volume and the acquisition
of FCS. Selling, general and administrative expense as a
percentage of sales was 19.3% for the three months ended
March 31, 2001, compared with 19.2% for the comparable
period of 2000.

Restructuring and Other Charges

During the first quarter of 2001, the Company adopted and
commenced implementation of a streamlining plan (the
Plan) aimed at improving its operations, largely
through office, warehouse and manufacturing facility
consolidation and the discontinuance of certain product lines.
The Company recorded $18.1 million of restructuring charges
and incurred a $1.1 million inventory write-off to cost of
sales in the first quarter related to the Plan. The Company
estimates incurring an additional $6 million to
$8 million of expenses related to the Plan during the
remainder of 2001. As a result of this action, the Company
expects a reduction of approximately $14.0 million in
annual pre-tax operating expenses upon completion of the Plan.

The restructuring charge consists of $10.9 million related
to accruals for employee separation arrangements and
$7.2 million of exit costs. The charge for employee
separation arrangements relates to termination and other
severance costs associated with approximately 500 salaried and
hourly employees who will be severed as part of the Plan. The
other exit costs relate primarily to lease cancellation costs
and costs associated with the discontinuation of certain product
lines. As of March 31, 2001, the Company had expended
$0.2 million of the $18.1 million accrued.

In addition, on March 30, 2001, the Company accelerated the
vesting of approximately 2.3 million common stock options
with an average exercise price of $20.85 per share. These
options were then converted into the right to receive
approximately 1.0 million shares of common stock, which
were issued and deposited into a rabbi trust. The
shares issued represent on a per share basis the difference
between the last reported sale price of the common stock on
March 30, 2001 of $35.44 and the exercise price of the
option divided by $35.44. As a result of these transactions, the
Company recorded a primarily noncash compensation charge of
$33.5 million during the first quarter of 2001.

Income (Loss) from Operations

Income (loss) from operations for the three months ended
March 31, 2001 decreased to a loss of $(10.0) million
from income of $39.4 million for the comparable period in
2000. Excluding restructuring and other nonrecurring costs of
$52.7 million for the three months ended March 31,
2001, income from operations increased to $42.7 million
from $39.4 million in the comparable period in 2000 due to
the factors described above.

Interest Expense

Interest expense for the three months ended March 31, 2001
increased $0.7 million to $26.4 million from
$25.7 million for the comparable period in 2000. The
increase in 2001 is due to additional losses on the sale of
receivables from the Companys accounts receivable
securitization which was used to finance the FCS acquisition.

11



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##### Table of Contents



Other (Income) Expense, net

Other (income) expense, net totaled $0.5 million of
expense for the three months ended March 31, 2001 compared
with $1.7 million of income for the comparable period in
2000. The 2001 period includes $1.3 million of expense
representing the Companys equity in the losses of
unconsolidated affiliates.

Income Tax Provision

The Company recorded an income tax benefit of $13.2 million
for the three months ended March 31, 2001 compared with a
$6.9 million income tax provision for the corresponding
period in 2000. The effective income tax rate for the three
months ended March 31, 2001 was 36% compared with 45% for
the corresponding period in 2000. The effective tax rate in the
first quarter of 2001 was primarily driven by the tax effect of
the restructuring and stock compensation charges. For the
remaining quarters of 2001, the Company anticipates that its
effective tax rate will be approximately 40%.

Net Income (Loss)

Net income (loss) for the three months ended March 31,
2001 decreased to a loss of $23.7 million from income of
$8.5 million for the comparable period in 2000, due to the
factors discussed above.

Liquidity and Capital Resources

During the three months ended March 31, 2001, the
Companys operations used $11.6 million of cash
compared with $6.3 million of cash for the same period in
2000. This change in cash used by operating activities is
primarily due to increased investments in working capital,
partially offset by an increase in cash generated from net
income, adjusted for noncash items.

During the three months ended March 31, 2001, the Company
used $165.5 million of cash for investing activities
compared with $25.0 million for the same period in 2000.
The increase in cash used for investing activities is primarily
due to an increase in acquisition spending. In February 2001,
the Company acquired FCS for $137.5 million. The purchase
price is subject to adjustment based upon the closing balance
sheet. Also, during the first quarter of 2001, the Company
invested $22.0 million for minority interests in two entities.
During 2000, the Company acquired a manufacturing facility for
$20.5 million. The acquisitions were funded with cash on hand
and through the sale of receivables under the receivables
securitization facility. The Company anticipates an increase in
annual capital expenditures during 2001 from 2000 levels due to
its ongoing warehouse consolidation program and expenditures
related to the acquisition in the first quarter.

During the three months ended March 31, 2001, the
Companys financing activities provided $157.9 million
of cash compared with $37.0 million of cash for the same
period in 2000. Financing activities in both periods primarily
relate to the sale of receivables under the receivables
securitization facility.

The Company expects that cash flows from operations together
with cash and cash equivalents on hand and funds available under
existing credit facilities will be sufficient to meet its
ongoing operating, capital expenditure and debt service
requirements for at least the next twelve months. In addition,
the Companys equity offering completed on May 9, 2001
generated approximately $290 million in net proceeds to be
used for general corporate purposes and potential acquisitions.

12



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##### Table of Contents






Item 3  Quantitative and Qualitative
Disclosures About Market Risk

The Companys primary interest rate exposures relate to its
cash, fixed and variable rate debt and interest rate swaps. The
potential loss in fair values is based on an immediate change in
the net present values of the Companys interest rate
sensitive exposures resulting from a 10% change in interest
rates. The potential loss in cash flows and earnings is based on
the change in the net interest income (expense) over a
one-year period due to an immediate 10% change in rates. A
hypothetical 10% change in interest rates does not have a
material effect on the fair values, cash flows or earnings of
the Company.

The Companys primary currency rate exposures are to its
debt, cash, foreign currency forward contracts and certain of
its intercompany debt. The potential loss in fair values is
based on an immediate change in the U.S. dollar equivalent
balances of the Companys currency exposures due to a 10%
shift in exchange rates. The potential loss in cash flows and
earnings is based on the change in cash flows and earnings over
a one-year period resulting from an immediate 10% change in
currency exchange rates. A hypothetical 10% change in the
currency exchange rates does not have a material effect on the
fair values, cash flows or earnings of the Company.

13



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##### Table of Contents






PART II  OTHER INFORMATION




Item 6  Exhibits and Reports on
Form 8-K

(a)  Exhibits:



| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.16   | Third Amendment and Waiver to the Credit Agreement Dated as of
	April 5, 2000(1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 10.17   | Amendment to Amended and Restated Investors Agreement
	dated as of May 14, 2000 among Fisher Scientific
	International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI
	Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
	Merchant Banking Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
	Diversified Partners  A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium Partners  A, L.P.,
	DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ
	EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase
	Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
	Inc., ML IBK Positions, Inc. and certain other persons named
	herein(1).
|
| | 10.18   | Fourth Amendment and Waiver to the Credit Agreement dated as of
	February 9, 2000(1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 10.19   | Amendment to Amended and Restated Investors Agreement
	dated as of May   , 2001 among Fisher Scientific
	International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI
	Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
	Merchant Banking Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
	Diversified Partners  A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium Partners  A, L.P.,
	DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ
	EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase
	Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
	Inc., ML IBK Positions, Inc. and certain other persons named
	herein.*  



---



|    |                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Included as an exhibit to the Companys Annual Report on
	Form 10-K filed with the Securities and Exchange Commission
	on March 29, 2001.

*  Filed herewith

(b)  Reports on Form 8-K:

The Company did not file any Current Reports on Form 8-K
during the last quarter covered by this report.

14



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##### Table of Contents






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.        
|
| | /s/     KEVIN P. CLARK                      
| |                                             
| | KEVIN P. CLARK                              
| | Vice President and Chief Financial Officer  
| | (Principal Financial and Accounting Officer)

Date:  May 15, 2001

15



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##### Table of Contents






Exhibit Index



| |          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | -------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 10.16   | Third Amendment and Waiver to the Credit Agreement Dated as of
	April 5, 2000(1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | 10.17   | Amendment to Amended and Restated Investors Agreement
	dated as of May 14, 2000 among Fisher Scientific
	International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI
	Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
	Merchant Banking Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
	Diversified Partners  A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium Partners  A, L.P.,
	DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ
	EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase
	Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
	Inc., ML IBK Positions, Inc. and certain other persons named
	herein(1).
|
| | 10.18   | Fourth Amendment and Waiver to the Credit Agreement dated as of
	February 9, 2000(1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | 10.19   | Amendment to Amended and Restated Investors Agreement
	dated as of May   , 2001 among Fisher Scientific
	International Inc., Thomas H. Lee Equity Fund III, L.P. THL-CCI
	Limited Partnership, THL Foreign Fund III, L.P., THL FSI Equity
	Investors, L.P., DLJ Merchant Banking Partners II, L.P., DLJ
	Merchant Banking Partners II  A, L.P., DLJ Offshore
	Partners, II, C.V., DLJ Diversified Partners, L.P., DLJ
	Diversified Partners  A, L.P., DLJ Millennium
	Partners, L.P., DLJ Millennium Partners  A, L.P.,
	DLJMB Funding II, Inc., UK Investment Plan 1997 Partners, DLJ
	EAB Partners, L.P., DLJ ESC II, L.P., DLJ First ESC, L.P., Chase
	Equity Associates, L.P., Merrill Lynch Kecalp L.P. 1997, Kecalp
	Inc., ML IBK Positions, Inc. and certain other persons named
	herein.*  



---



|    |                                                                                                                                          
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|(1) | Included as an exhibit to the Companys Annual Report on
	Form 10-K filed with the Securities and Exchange Commission
	on March 29, 2001.

*  Filed herewith

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