<PAGE>   1



                                    FORM 10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

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


                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1998

                        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                      (I.R.S. Employer
     incorporation or organization)                    Identification No.)

              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 X . No _____.

The number of shares of Common Stock outstanding at August 10, 1998 was
40,043,940.



                                       1

<PAGE>   2
                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                    FORM 10-Q

                       FOR THE QUARTER ENDED JUNE 30, 1998

                                      INDEX

                                                                        Page No.
                                                                        --------
Part I  - Financial Information:

     Item 1     - Financial Statements:

                Introduction to the Financial Statements.................   3

                Income Statements -
                Three and Six Months Ended June 30, 1998 and 1997........   4

                Balance Sheets -
                June 30, 1998 and December 31, 1997......................   5

                Statements of Cash Flows -
                Six Months Ended June 30, 1998 and 1997..................   6

                Notes to Financial Statements............................   7

     Item 2     - Management's Discussion and Analysis of Results of
                  Operations and Financial Condition.....................  15

Part II - Other Information:

     Item 4     - Submission of Matters to a Vote of Security Holders....  21

     Item 6     - Exhibits and Reports on Form 8-K.......................  22

SIGNATURE................................................................  23

EXHIBIT INDEX   .........................................................  25




                                       2

<PAGE>   3

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                         PART I - FINANCIAL INFORMATION

ITEM 1 - FINANCIAL STATEMENTS

                    INTRODUCTION TO THE FINANCIAL STATEMENTS

      The condensed 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.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to such rules and regulations. The
December 31, 1997 balance sheet is the balance sheet included in the audited
financial statements as shown in the Company's 1997 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, 1997.

      The financial information presented herein reflects all 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.



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<PAGE>   4

                      FISHER SCIENTIFIC INTERNATIONAL INC.
                            STATEMENTS OF OPERATIONS
                     (in millions, except per share amounts)
                                   (unaudited)


<TABLE>
<CAPTION>
 
                                      Three Months Ended     Six Months Ended 
                                           June 30,              June 30, 
                                      ------------------   ------------------- 
                                       1998        1997      1998       1997 
                                      ------      ------   --------   -------- 
<S>                                   <C>        <C>       <C>        <C>      
Sales                                 $562.3     $542.6    $1,123.8   $1,069.3 
 
Cost of sales                          406.5      394.1       814.6      774.5 
Selling, general and 
  administrative expense               127.8      127.4       255.8      248.9 
Transaction-related costs                 --         --        71.0         -- 
                                      ------     ------    --------   -------- 
 
Income (loss) from operations           28.0       21.1       (17.6)      45.9 
 
Interest expense                        21.6        6.0        46.5       12.1 
Other income, net                       (0.7)      (2.8)       (3.1)      (4.4) 
                                      ------     ------    --------   -------- 
 
Income (loss) before income taxes        7.1       17.9       (61.0)      38.2 
Income tax (benefit) provision           4.7        8.3       (21.5)      17.6 
                                      ------     ------    --------   -------- 
 
Net income (loss)                     $  2.4     $  9.6    $  (39.5)  $   20.6 
                                      ======     ======    ========   ======== 
 
Earnings (loss) per common share: 
Basic                                 $ 0.06     $ 0.10     $ (0.99)  $   0.20 
                                      ======     ======     =======   ======== 
Diluted                               $ 0.06     $ 0.09     $ (0.99)  $   0.20  
                                      ======     ======     =======   ========  
</TABLE> 





























              See the accompanying notes to financial statements.


                                       4

<PAGE>   5
                      FISHER SCIENTIFIC INTERNATIONAL INC.
                                 BALANCE SHEETS
                                  (in millions)


<TABLE> 
<CAPTION> 
 
                                                   June 30,    December 31, 
                                                     1998         1997 
                                                 -----------   ------------ 
ASSETS                                           (unaudited) 
<S>                                                <C>          <C>      
Current assets: 
   Cash and cash equivalents                       $   52.5     $   18.2 
   Receivables, net                                   118.9        297.1 
   Inventories                                        209.6        223.8 
   Other current assets                                57.9         53.3 
                                                   --------     -------- 
      Total current assets                            438.9        592.4 
 
Property, plant and equipment, net                    233.4        223.6 
Goodwill                                              253.1        251.4 
Other assets                                          161.0        109.1 
                                                   --------     -------- 
                                                   $1,086.4     $1,176.5 
                                                   ========     ======== 
 
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY 
Current liabilities 
   Short-term debt                                 $   14.3     $   19.7 
   Accounts payable                                   197.4        199.8 
   Accrued and other current liabilities              160.4        135.4 
                                                   --------     -------- 
      Total current liabilities                       372.1        354.9 
 
Long-term debt                                        822.0        267.8 
Other liabilities                                     210.0        206.7 
                                                   --------     -------- 
   Total liabilities                                1,404.1        829.4 
                                                   --------     -------- 
 
Commitments and Contingencies 
 
Stockholders' (deficit) equity: 
   Preferred stock                                       --           -- 
   Common stock                                         0.4          0.2 
   Capital in excess of par value                     313.3        278.9 
   Retained (deficit) earnings                       (607.8)        96.7 
   Accumulated other comprehensive income             (23.6)       (22.6) 
   Other                                                 --         (6.1) 
                                                   ========     ======== 
      Total stockholders' (deficit) equity           (317.7)       347.1 
                                                   --------     -------- 
                                                   $1,086.4     $1,176.5 
                                                   ========     ======== 
</TABLE> 


             See the accompanying notes to financial statements.


                                       5

<PAGE>   6
                      FISHER SCIENTIFIC INTERNATIONAL INC.
                            STATEMENTS OF CASH FLOWS
                                  (in millions)
                                   (unaudited)

<TABLE> 
<CAPTION> 
                                                            Six Months Ended 
                                                                June 30, 
                                                            1998       1997 
                                                          -------    --------  
<S>                                                       <C>        <C>     
Cash flows from operating activities: 
  Net income (loss)                                       $ (39.5)   $ 20.6  
  Adjustments to reconcile net income (loss) to 
    cash provided (used) by operating activities: 
      Transaction-related costs, net of cash expended        70.5        -- 
      Depreciation and amortization                          27.2      22.3 
      Loss (gain) on sale of property, plant and 
        equipment and write-off of assets                     0.3      (2.8) 
      Deferred income taxes                                 (12.4)      2.5 
      Changes in working capital: 
        Receivables, net                                     18.0       1.3 
        Inventories                                          15.4      11.5 
        Payables, accrued and other current liabilities      20.4     (30.0) 
        Other working capital changes                       (12.4)      2.5 
      Other assets and liabilities                           (8.9)    (20.1) 
                                                          -------    ------  
        Cash provided by operating activities                78.6       7.8 
                                                          -------    ------  
 
Cash flows from investing activities: 
  Acquisitions, net of cash acquired                         (6.6)     (8.6) 
  Capital expenditures                                      (26.9)    (32.4) 
  Other investing activities                                  1.2       1.8 
                                                          -------    ------  
    Cash used in investing activities                       (32.3)    (39.2) 
                                                          -------    ------  
 
Cash flows from financing activities: 
  Common stock repurchased and conversion of 
    stock to cash                                          (955.1)       -- 
  Proceeds from common stock sold to FSI                    303.0        -- 
  Transaction-related fees and expenses                     (67.5)       -- 
  Proceeds from accounts receivable securitization, net     162.6        -- 
  Proceeds from long-term debt                              699.7      89.1 
  Payments of long-term debt                               (155.2)    (69.3) 
  Proceeds from stock options exercised                        --       4.0 
  Dividends paid                                               --      (0.8) 
  Proceeds from the sale of common stock                      0.5        -- 
                                                          -------    ------  
    Cash (used) provided by financing activities            (12.0)     23.0 
                                                          -------    ------  
 
Net change in cash and cash equivalents                      34.3      (8.4) 
Cash and cash equivalents - beginning of period              18.2      24.7 
                                                          -------    ------  
Cash and cash equivalents - end of period                 $  52.5    $ 16.3 
                                                          -------    ------ 
</TABLE> 


              See the accompanying notes to financial statements.


                                       6

<PAGE>   7
                      FISHER SCIENTIFIC INTERNATIONAL INC.
                          NOTES TO FINANCIAL STATEMENTS



NOTE 1 - RECAPITALIZATION AND MERGER

      Pursuant to the Second Amended and Restated Agreement and Plan of Merger
dated November 14, 1997 (as amended, the "Merger Agreement") between the Company
and FSI Merger Corp. ("FSI"), a Delaware corporation formed by Thomas H. Lee
Company ("THL"), providing for the merger of FSI with and into Fisher and the
recapitalization of Fisher (collectively, "the Transaction"), which Transaction
was consummated on January 21, 1998, approximately 87% of the fully diluted
shares of common stock of Fisher were converted into the right to receive $9.65
per share in cash (approximately $955.0 million in the aggregate) pursuant to an
election process that provided stockholders the right to elect for each share of
Fisher common stock held, subject to proration, either $9.65 in cash or to
retain one share of common stock, $.01 par value ("Common Stock"), in the
recapitalized company. Pursuant to the Merger Agreement, vesting of all
outstanding options accelerated.

      In connection with the Transaction, the Company recorded $71.0 million of
expenses consisting primarily of non-cash compensation expense relating to the
conversion of employee stock options, the implementation of certain executive
employment agreements and the grant of options to certain executives in
accordance with the terms of the Transaction (see Note 6).

      On March 9, 1998, Fisher's Board of Directors declared a five-for-one
stock split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the shareholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per-share
amounts have been restated as appropriate to give effect to the stock split.

NOTE 2 - ACCOUNTING POLICIES AND PRONOUNCEMENTS

      Interest-Rate Swap Agreements - The Company enters into interest-rate swap
agreements in order to manage its exposure to interest-rate fluctuations. The
Company does not hold or issue financial instruments for trading or speculative
purposes. Net-interest differentials to be paid or received are included in
interest expense.

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

      Accounting Pronouncements - During 1997, the Financial Accounting
Standards Board issued Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income" (SFAS No. 130), and Statement of Financial
Accounting





                                       7

<PAGE>   8

Standards No. 131, "Disclosures About Segments of an Enterprise and Related
Information" (SFAS No. 131). SFAS No. 130 establishes standards for reporting
and display of comprehensive income and its components in the financial
statements and requires companies to disclose comprehensive income as part of
the basic financial statements. SFAS No. 130 was adopted during the first
quarter of 1998. SFAS No. 131 establishes standards for reporting information on
operating segments in financial statements. The Company is required to adopt
SFAS No. 131 in the fourth quarter of 1998 and is currently reviewing the impact
it may have on additional disclosure, if any, in its financial statements.

      In February 1998, the Financial Accounting Standards Board issued
Statement of Accounting Standards No. 132, "Employers' Disclosures About
Pensions and Other Postretirement Benefits" (SFAS No. 132). SFAS No. 132
addresses disclosures only and supersedes the disclosure requirements in SFAS
No. 87 "Employers' Accounting for Pensions", SFAS No. 88, "Employers' Accounting
for Settlements and Curtailments of Defined Benefit Pension Plans and For
Termination Benefits" and SFAS No. 106 "Employers' Accounting for Postretirement
Benefits Other Than Pensions." The Company is required to adopt SFAS No. 132 in
the fourth quarter of 1998 and is currently reviewing the impact it may have on
additional disclosures.

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activity," which will be effective for the fiscal years beginning
January 1, 2000. Management has not yet determined the impact that the adoption
of this statement may have on the Company's financial statements.

      During 1998, the Accounting Standards Executive Committee of the AICPA
(AcSEC) released Statement of Position 98-1 (SOP 98-1) "Accounting for the Cost
of Computer Software Developed or Obtained for Internal Use," and Statement of
Position 98-5 (SOP 98-5) "Reporting on the Cost of Start-Up Activities." SOP
98-1 requires the capitalization of certain costs related to the development of
software for internal use, and SOP 98-5 requires entities to expense, as
incurred, costs associated with start-up activities. The Company is required to
adopt these new standards in the first quarter of 1999 and does not expect their
implementation to have a material effect on the Company's financial statements.

NOTE 3 - INVENTORIES

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

<TABLE> 
<CAPTION> 
 
                                  June 30,        December 31, 
                                   1998               1997 
                                  --------        ------------ 
           <S>                    <C>               <C>     
           Raw material           $ 17.0            $ 17.5  
           Work in process           4.0               3.2 
           Finished products       188.6             203.1 
                                  ------            ------ 
           Total                  $209.6            $223.8 
                                  ======            ====== 
</TABLE> 

NOTE 4 - OTHER ASSETS

      At June 30, 1998, other assets includes $31.5 million of deferred
financing fees relating to costs incurred in conjunction with the new debt
facilities entered into during the first quarter of 1998, and a deferred tax
asset of $58.7 million. The Company's deferred tax asset at December 31, 1997
was $43.7 million.



                                       8

<PAGE>   9
NOTE 5 - DEBT

      The following is a summary of debt and other obligations (in millions):

<TABLE> 
<CAPTION> 
 
                                                 June 30,      December 31, 
                                                   1998           1997 
                                                 --------      ------------ 
<C>                                               <C>            <C>    
9% Senior Subordinated Notes                      $400.0         $   -- 
New Credit Facility                                254.2             -- 
Prior Credit Facility                                 --          100.6 
7 1/8% Notes (net of a discount 
   of $1.0 million at June 30, 1998 
   and December 31, 1997)                          149.0          149.0 
Other                                               33.1           37.9 
Less current portion of long-term debt             (14.3)         (19.7) 
                                                  ------         ------  
Total                                             $822.0         $267.8  
                                                  ======         ======  
</TABLE> 

      On January 21, 1998, in connection with the Transaction, Fisher entered
into new debt financing arrangements, providing for up to $469.2 million of
senior bank financing (the "New Credit Facility"), a $150 million receivables
securitization facility (the "Receivables Securitization") and $400 million of
9% Senior Subordinated Notes due 2008 (the "9% Notes"). The proceeds of the 9%
Notes, together with a portion of the proceeds of the New Credit Facility, were
used to finance the conversion into cash of the common stock then outstanding
that were not retained by existing stockholders and employees, to refinance
$107.8 million of indebtedness outstanding on the date of the Transaction and to
pay related fees and expenses of the Transaction. In addition, the New Credit
Facility will be used to provide for the Company's working capital requirements
and future acquisitions, if any.

      In March, the Company paid down $40.0 million of borrowings under the New
Credit Facility, funded by $20 million of proceeds from the sale of accounts
receivable under the Receivables Securitization, increasing that facility limit
to $170 million, and $20 million of cash generated by operations. As of June 30,
1998, the New Credit Facility consisted of (i) a $254.2 million term loan
facility (the "Term Facility") consisting of a (a) $108.0 million tranche A term
loan ("Tranche A"), (b) $86.4 million tranche B term loan ("Tranche B") and (c)
$59.8 million tranche C term loan ("Tranche C"); and (ii) a $175.0 million
revolving credit facility (the "Revolving Facility"). Borrowings under the Term
Facility bear interest at a rate equal to, at the Company's option, the
following: Tranche A, LIBOR plus 2.25% or Prime Rate plus 1.25%; Tranche B,
LIBOR plus 2.50% or Prime Rate plus 1.50%; and Tranche C, LIBOR plus 2.75% or
Prime Rate plus 1.75%. Borrowings made under the Revolving Facility bear
interest at a rate equal to, at the Company's option, LIBOR plus 2.25%, or the
Prime Rate plus 1.25%. The Company will also pay to the lenders a commitment fee
equal to .50% per annum of the undrawn portion of each lender's commitment from
time to time. The LIBOR and Prime Rate margins and the commitment fees are
subject to reductions, based upon certain changes in the leverage ratio. The
Term Facilities have the following maturity periods from the date of inception:
Tranche A - 6 years, Tranche B - 7 years and Tranche C - 7.75 years. The
Revolving Facility expires six years from the date of inception. On January 21,
1998, the Company executed two interest-rate swap agreements with a





                                       9

<PAGE>   10
counterparty exchanging its floating-rate obligation on $120 million notional
principal amount for a fixed-rate payment obligation of 5.6425% per annum
through January 23, 2001 and on $250 million notional principal amount for a
fixed- rate payment obligation of 5.7375% per annum through January 23, 2003. In
the unlikely event that the counterparty fails to meet the terms of the
interest-rate swap agreement, the Company's exposure is limited to the
interest-rate differential on the notional amount at each quarterly settlement
period over the life of the agreements. The Company does not anticipate
non-performance by the counterparty. The fair values of interest-rate swap
agreements are the estimated amounts that the Company would receive or pay to
terminate the agreements at the reporting date, taking into account current
interest rates, the market expectation for future interest rates and the current
creditworthiness of the counterparty. The fair value of these interest-rate swap
agreements as of June 30, 1998, based upon quoted market prices, was $0.7
million.

      The obligations of Fisher and the subsidiary borrowers under the New
Credit Facility are secured by substantially all assets of the Company and its
material domestic subsidiaries, a pledge of the stock of all domestic
subsidiaries, and a pledge of 65% of the stock of material foreign subsidiaries,
which are direct subsidiaries of the Company or one of its material domestic
subsidiaries. Obligations of each foreign subsidiary borrower are secured by a
pledge of 100% of the shares of such borrower. The obligations of Fisher and the
subsidiary borrowers are further guaranteed by Fisher and each material domestic
subsidiary of Fisher.

      The New Credit Facility contains covenants of the Company and the
subsidiary borrowers, including, without limitation, restrictions on (i)
indebtedness, (ii) the sale of assets, (iii) mergers, acquisitions and other
business combinations, (iv) minority investments, (v) the payment of cash
dividends to shareholders, and (vi) various financial covenants. The financial
covenants include requirements to maintain certain levels of interest coverage,
debt to earnings before interest, taxes, depreciation and amortization
("EBITDA") and minimum EBITDA and to limit capital expenditures. Loans under the
Term Facility are required to be prepaid with 50% of excess cash flow (as
defined in the New Credit Facility and subject to certain limits as specified
therein) and certain equity issuances of the Company, and 100% of net-cash
proceeds of certain asset sales, certain insurance and condemnation proceeds and
certain debt issuances of the Company. The mandatory repayment schedule of the
Term Facility over the next five years and thereafter is as follows: $0.0
million in 1998, $5.2 million in 1999, $14.7 million in 2000, $19.0 million in
2001, $32.0 million in 2002 and $183.3 million in years subsequent to 2002.

      The Receivables Securitization relates to the sale, on a revolving basis,
of certain of the accounts receivable of Fisher Scientific Company, L.L.C., a
Delaware limited liability corporation ("FSC"), to a bankruptcy remote
subsidiary of FSC that entered into an agreement to transfer, on a revolving
basis, an undivided percentage ownership interest in a designated pool of
accounts receivable up to a maximum amount based on a defined calculated
percentage of the outstanding accounts receivable balance. The facility has a
maturity of five years, and the effective interest rate is approximately LIBOR
plus 50 basis points.




                                       10

<PAGE>   11

      The 9% Notes will mature on February 1, 2008 with interest payable
semiannually in arrears on February 1 and August 1 of each year commencing
August 1, 1998. The 9% Notes are unsecured senior subordinated obligations of
the Company, subordinated in right of payment to all existing and future senior
indebtedness and rank pari passu in light of payment with all other existing and
future senior subordinated indebtedness of the Company.

      The 9% Notes are redeemable at the option of the Company at any time after
February 1, 2003 at an initial redemption price of 104.5%, declining ratably to
par on or after February 1, 2006. In addition, on or prior to February 1, 2001,
the Company may redeem up to 40% of the original principal amount of the 9%
Notes at a redemption price of 109% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of redemption with the net cash
proceeds of one or more public equity offerings, provided that at least 60% of
the aggregate principal amount of the 9% Notes originally issued remains
outstanding immediately after the occurrence of such redemption. Upon a Change
of Control Triggering Event (as defined in the Indenture under which the 9%
Notes are issued), the Company will be required to make an offer to purchase all
outstanding 9% Notes at 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of purchase.

      The Indenture under which the 9% Notes are issued contains covenants that
restrict, among other things, (i) the ability of the Company and its
subsidiaries to incur additional indebtedness, (ii) pay dividends or make
certain other restricted payments, (iii) merge or consolidate with any other
person, (iv) minority investments, and (v) other various covenants that are
customary for transactions of this type.

NOTE 6 - STOCKHOLDERS' (DEFICIT) EQUITY

      The following is a summary of the changes in stockholders' (deficit)
equity for the period ended June 30, 1998. Total comprehensive income components
included in stockholders' (deficit) equity include any changes in equity during
a period that are not the result of transactions with the Company's
stockholders.









                                       11

<PAGE>   12
<TABLE> 
<CAPTION> 
 
                                                                              Shares               Accumulated
                                                    Capital in    Shares       To Be   Retained      Other              Subtotal-
                                            Common   Excess of    Held in   Distribute Earnings   Comprehensive       Comprehensive
                                            Stock    Par Value     Trust    From Trust (Deficit)    Income     Total     Income
                                            ------  ----------    -------   ---------- --------- ------------- ----- -------------
<S>                                          <C>     <C>          <C>          <C>     <C>      -   <C>        <C>       <C>
Balance, January 1, 1998                     $0.2    $ 278.9      $  (6.1)     $ --    $  96.7      $(22.6)    $347.1
Comprehensive income:
  Net loss                                     --         --           --        --      (39.5)         --      (39.5)    (39.5)
  Foreign currency translation adjustments     --         --           --        --         --        (1.0)      (1.0)     (1.0)
                                                                                                                         ------
  Subtotal-comprehensive income                --         --           --        --         --          --         --    $(40.5)
Five-for-one stock split                      0.3       (0.3)          --        --         --          --         --    ------
Common stock issued                            --        0.5           --        --         --          --        0.5
Change in market value of common shares
  held in trust                                --         --        (21.0)       --         --          --      (21.0)
Reversal of changes in market value of
  common stock held in trust                   --         --         25.6        --         --          --       25.6
Reclass from other liabilities                 --         --           --      30.3         --          --       30.3
Transaction-related activity:
  Common stock repurchased and conversion
    of options to cash                       (0.2)    (268.7)          --        --     (686.2)         --     (955.1)
  Shares deposited in trust                    --         --        (28.8)       --         --          --      (28.8)
  Equity contribution by FSI                  0.1      302.9           --        --         --          --      303.0
  Proceeds from stock options                  --         --           --        --       55.7          --       55.7
  Recapitalization fees and expenses           --         --           --        --      (34.5)         --      (34.5)
                                             ----    -------       ------     -----    -------      ------    -------
Balance, June 30, 1998                       $0.4    $ 313.3       $(30.3)    $30.3    $(607.8)     $(23.6)   $(317.7)
                                             ====    =======       ======     =====    =======       ======    =======
</TABLE> 

      Subsequent to June 30, 1998, the Emerging Issues Task Force issued
bulletin No. 97-14 ("EITF 97-14"). In order to comply with the guidance set
forth in EITF 97-14, the Company reduced other liabilities and stockholders'
equity (shares held in trust) by approximately $25.6 million to eliminate the
impact of the previous practice of adjusting shares held in trust to market
value. Also, the amount representing the cash exercise price for shares placed
in the trust (approximately $30.3 million) previously included in other
liabilities, was reclassified to shareholders' equity.

     After the Transaction, the Company's authorized capital stock consisted of
50,000,000 shares of Common Stock, par value $.01 per share, and 15,000,000
shares of Preferred Stock, par value $.01 per share, of which 35,988,645 shares
of Common Stock and 4,035,290 shares of non-voting Common Stock shares were
outstanding at January 21, 1998. As of June 30, 1998, the Company's authorized
capital stock consisted of 100,000,000 shares of Common Stock, par value $.01
per share, and 15,000,000 shares of Preferred Stock, par value $.01 per share,
of which 36,008,650 shares of Common Stock and 4,035,290 shares of non-voting
Common Stock were outstanding. Of the total 40,043,940 shares of Common Stock,
3,724,510 represents shares owned by employees and 1,194,285 represents shares
retained by management pursuant to the stock election process. In addition,
warrants to purchase 2,583,315 shares of Common Stock at $9.65 per share were
issued as part of the Transaction.

      Pursuant to the Merger Agreement, the vesting of all options accelerated
on the date of the Transaction. Of the 17,570,000 options outstanding at
December 31, 1997, approximately 6,720,000 were converted to cash and the
remainder were converted to Fisher Common Stock. When the options were
converted, the Company recorded compensation expense of approximately 
$56 million to reflect the "cashless" conversion of the options into cash or
common stock having a value on the date of the Transaction equal to the product
of (x) the excess of $9.65 over the exercise price per share of Fisher Common
Stock subject to such option, and (y) the total number of shares of Fisher
Common Stock subject to option, subject to any required tax withholdings. In
connection



                                       12
<PAGE>   13
with the Transaction, the Company adopted the 1998 Equity Incentive Plan ("1998
Plan"), under which up to 10,000,000 shares of Fisher Common Stock are reserved
for issuance. Awards under the 1998 Plan may be made in the form of options
(whether incentive or otherwise), stock appreciation rights, restricted stock,
dividend equivalents and other stock-based awards. Pursuant to the Transaction,
the Company granted options to purchase 3,616,000 shares of Fisher Common Stock
having a ten-year term and vesting on a pro rata basis over 5 years.

      The options have an exercise price equal to $9.65, the fair market value
of a share of Fisher Common Stock on the date of grant. The Company also granted
options to purchase 1,811,000 shares of Fisher Common Stock having a ten-year
term and vesting nine years from the date of grant, unless sooner vested upon
the achievement of certain performance targets and other factors. These options
have an exercise price equal to $19.30 per share. In addition, the Company
granted to certain executives, options to purchase 517,000 shares of Fisher
Common Stock having a ten-year term and vesting nine years from the date of
grant, unless sooner vested upon the achievement of certain performance targets,
or unless "put" to the Company by the executive or "called" by the Company in
accordance with their terms. The total "put" / "call" right is limited to
$10 million (plus interest) and was issued in exchange for a three-year
non-compete agreement pursuant to which the executives agree not to participate
in the scientific-instrument or clinical-research-laboratory business in the
United States. The Company recorded $10 million of compensation expense related
to this "put" / "call" right in January 1998.





                                       13
<PAGE>   14

NOTE 7 - EARNINGS PER SHARE

      The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share computation for the three and six
months ended June 30, 1998 and 1997 (in millions):

<TABLE> 
<CAPTION> 
 
                                          Three Months Ended  Six Months Ended 
                                               June 30,           June 30, 
                                          ------------------  ----------------
                                            1998      1997     1998     1997 
                                          -------    -------  ------   ------- 
<S>                                        <C>       <C>      <C>       <C>   
BASIC EARNINGS PER SHARE: 
Net Income (Loss)                          $ 2.4     $  9.6   $(39.5)  $ 20.6 
                                           =====     ======   ======    ===== 
Average Shares of Common Stock Outstanding  40.0      101.3     40.0    101.1 
                                           =====     ======   ======    ===== 
Basic Earnings (Loss) Per Share            $0.06     $ 0.10   $(0.99)   $0.20 
                                           =====     ======   ======    ===== 

DILUTED EARNINGS PER SHARE: 
Net Income (Loss)                          $ 2.4     $  9.6   $(39.5)  $ 20.6 
                                           =====     ======   ======   ====== 
Average Shares of Common Stock Outstanding  40.0      101.3     40.0    101.1 
Common Stock Equivalents (a)                 1.3        2.4       --      2.8 
                                           -----     ------   ------    ----- 
Total Shares Used in Diluted Earnings Per 
  Share Calculation                         41.3      103.7     40.0    103.9 
                                           =====     ======   ======   ====== 
Diluted Earnings (Loss) Per Share          $0.06     $ 0.09   $(0.99)  $ 0.20 
                                           =====     ======   ======   ====== 
</TABLE> 

(a)  For the three and six months ended June 30, 1998, the Company had options
     and warrants outstanding to purchase 5.3 million and 9.7 million shares,
     respectively, that could potentially dilute basic earnings per share that
     were excluded from the diluted earnings per share computation because to do
     so would have been antidilutive.

      Earnings (loss) per share and weighted average common shares outstanding
for the three and six months ended June 30, 1998 are based on the Company's
recapitalized structure and reflect the five-for-one stock split declared on
March 9, 1998. Earnings (loss) per share for the three and six months ended
June 30, 1997 are based on the Company's capital structure at that time (prior
to the recapitalization) and have been restated to reflect the aforementioned
stock split.

NOTE 8 - RELATED PARTIES

      The Company paid a one-time transaction fee aggregating $20 million and
will pay an aggregate annual management fee of $1 million to two affiliates of
THL. In exchange for the transaction fee, THL and its affiliates provided equity
commitments for the Transaction, arranged additional equity financing, arranged
the Transaction debt financing and structured and negotiated the Transaction. In
return for the annual management fee, THL, and certain of its affiliates, will
provide consulting and management advisory services. Additionally, in connection
with the Transaction and the related debt financings, the Company paid its other
equity investors (excluding management) one-time fees aggregating approximately
$35 million.

      One of the Company's equity investors is a financial institution that
provides financing to the Company at terms that are considered to be at
arm's-length.





                                       14

<PAGE>   15
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 factors 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, 1997.

RECAPITALIZATION AND MERGER

      Pursuant to the Second Amended and Restated Agreement and Plan of Merger
dated November 14, 1997 (as amended, the "Merger Agreement") between the Company
and FSI Merger Corp. ("FSI"), a Delaware corporation formed by Thomas H. Lee
Company ("THL"), providing for the merger of FSI with and into Fisher and the
recapitalization of Fisher (collectively, "the Transaction"), which Transaction
was consummated on January 21, 1998, approximately 87% of the fully diluted
shares of common stock of Fisher were converted into the right to receive $9.65
per share in cash (approximately $955.0 million in the aggregate) pursuant to an
election process that provided stockholders the right to elect for each share of
Fisher common stock held, subject to proration, either $9.65 in cash or to
retain one share of common stock, $.01 par value ("Common Stock"), in the
recapitalized company. Pursuant to the Merger Agreement, vesting of all
outstanding options accelerated.

      On March 9, 1998, Fisher's Board of Directors declared a five-for-one
stock split on the Company's Common Stock. As a result of the stock split, four
additional shares of Common Stock were issued for each share of Common Stock
held by the shareholders of record as of the close of business on March 19,
1998. All references in this report to the number of shares and per share
amounts have been restated as appropriate to give effect to the stock split.

RESULTS OF OPERATIONS

      SALES

      Sales for the three and six months ended June 30, 1998 increased 3.6% and
5.1% to $562.3 million and $1,123.8 million, respectively, from $542.6 million
and $1,069.3 million for the comparable periods in 1997, primarily due to growth
in domestic operations.




                                       15
<PAGE>   16
      GROSS PROFIT

      Fisher's gross profit for the three and six month periods ended June 30,
1998 increased 4.9% and 4.9% to $155.8 million and $309.2 million, respectively,
from $148.5 million and $294.8 million for the comparable periods in 1997,
primarily as a result of increased volume. Gross profit as a percent of sales
increased to 27.7% for the three months ended June 30, 1998, from 27.4% for the
same period in 1997 and decreased by 0.1% to 27.5% for the six months ended
June 30, 1998 as compared to the same period in the prior year. The increase in
the second quarter of 1998 largely reflects improvements in gross margins of
Fisher's domestic operations. 

      SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

      Selling, general and administrative expense for the three and six month
periods ended June 30, 1998 increased 0.3% and 2.8% to $127.8 million and
$255.8 million, respectively, from $127.4 million and $248.9 million for the
comparable periods in 1997, primarily as a result of increased sales volume.
Selling, general and administrative expense in both periods includes
nonrecurring costs associated with the implementation of the restructuring plan
that began in the third quarter of 1995 as well as costs to integrate Curtin
Matheson Scientific ("CMS"), acquired in October 1995, into Fisher.
Additionally, the periods ended June 30, 1998 include nonrecurring costs
associated with the implementation of the 1997 Restructuring Plan. Certain costs
resulting from the temporary duplication of operations, relocation of
inventories and employees, hiring and training new employees, and other one-time
and redundant costs, which will be eliminated as the restructuring plans are
completed, are recognized as incurred. For the three and six month periods ended
June 30, 1998, $2.3 million and $4.1 million of such costs were included in
selling, general and administrative expense, compared with $6.4 million and
$8.3 million for the corresponding periods in 1997. Excluding such costs,
selling, general and administrative expense as a percentage of sales was 22.3%
and 22.4% for the three and six months ended June 30, 1998 compared with 22.3%
and 22.5% for the same periods in 1997.

      Operations outside of the United States continue to have significantly
higher selling, general and administrative expense as a percentage of sales as
compared with that of Fisher's domestic operations. These higher costs are being
incurred as part of a plan to develop an integrated worldwide supply capability,
the benefit of which has not been fully realized.

      TRANSACTION-RELATED COSTS

      In connection with the Transaction, the Company recorded $71.0 million of
expenses consisting primarily of non-cash compensation expense relating to the
conversion of employee stock options, the implementation of certain executive
severance agreements and the grant of options to certain executives in
accordance with the terms of the Transaction.




                                       16
<PAGE>   17
      INCOME (LOSS) FROM OPERATIONS

      Income from operations for the three months ended June 30, 1998 increased
to $28.0 million from $21.1 million for the corresponding period in 1997. Income
(loss) from operations decreased to a loss of $17.6 million for the six months
ended June 30, 1998, compared with income of $45.9 million for the corresponding
period in 1997. Income (loss) from operations, excluding Transaction-related
costs and the aforementioned nonrecurring costs, as a percent of sales was 5.1%
for the six months ended June 30, 1998 and June 30, 1997.

      INTEREST EXPENSE

      Interest expense increased to $21.6 million and $46.5 million for the
three and six month periods ended June 30, 1998 from $6.0 million and
$12.1 million for the comparable periods in 1997. The increase is the result of
additional indebtedness resulting from the Transaction as well as $6.9 million
of charges, incurred during the first quarter of 1998, related to the
consummation of the Transaction, including one-time bank commitment fees, the
write-off of unamortized financing costs related to long-term debt refinanced
and the loss on the sale of accounts receivable (discussed below).

      INCOME TAX (BENEFIT) PROVISION

      The income tax provision for the three months ended June 30, 1998 was
$4.7 million compared to $8.3 million for the corresponding period in 1997. The
effective tax rate for the six months ended June 30, 1998 was a 35.2% tax
benefit compared with a 46.1% tax charge for the corresponding period in 1997.
Excluding the $71.0 million of Transaction-related costs, the effective income
tax rate for the six months ended June 30, 1998 was 57.2%. The increase in the
effective tax rate from the prior year is primarily related to the reduction in
domestic pretax income due to the additional interest expense incurred as a
result of the Transaction and foreign losses for which no tax benefit is
recorded.

      NET INCOME (LOSS)

      Net income (loss) for the three and six months ended June 30, 1998
decreased to income of $2.4 million and a loss of $39.5 million, respectively,
from income of $9.6 million and $20.6 million for the comparable periods in
1997, as a result of the factors discussed above.

      LIQUIDITY AND CAPITAL RESOURCES

      During the six months ended June 30, 1998, the Company's operations
generated $78.6 million of cash compared with $7.8 million for the same period
in 1997. This increase in cash provided by operating activities primarily
reflects an increase in cash flows from changes in working capital, accounts
receivable and inventories. The increase in cash flows from changes in working
capital is due primarily to an increase in cash




                                       17
<PAGE>   18

provided by payables and accruals as well as accounts receivable. The payables
and accruals change is primarily due to the timing of accounts payable payments
and reduced payments of accrued compensation amounts. The increase in cash flow
from changes in accounts receivable is due to overall improvements in
collections of outstanding receivables.

      The Company's operating working capital (defined as receivables plus
inventories less accounts payable and accrued liabilities) decreased to
($29.3) million at June 30, 1998 from $185.7 million at December 31, 1997. This
decrease is due principally to decreases in accounts receivable and inventories
and an increase in accrued liabilities. The decrease in accounts receivable is
primarily the result of the sale of receivables under a receivables
securitization, discussed below, coupled with improved collections of
outstanding receivables. Inventory decreased principally due to the ongoing
consolidation of logistical facilities. The increase in accrued liabilities is
principally attributable to accrued interest associated with the new debt
resulting from the Transaction.

      Excluding the effect, if any, of future acquisitions and anticipated
temporary inventory duplications as the Company completes the consolidation and
relocation of its logistical facilities in North America, the Company's
operating working capital requirements are not anticipated to increase
throughout the remainder of 1998. In August 1998, the Company executed an
agreement to acquire a manufacturing business for approximately $55 million,
subject to adjustment based on a post-closing audit of the business and
applicable regulatory approvals. The Company anticipates consummating the
transaction in the third quarter of 1998. The transaction will be funded
primarily by excess cash and borrowings under existing credit facilities.

      During the six months ended June 30, 1998, the Company used $32.3 million
of cash for investing activities compared with $39.2 million for the same period
in 1997. The decrease in cash used for investing activities is primarily due to
decreases in capital expenditures. For the six months ended June 30, 1998 and
1997, the Company had capital expenditures of $26.9 million and $32.4 million,
respectively. This decrease is primarily due to timing. The Company anticipates
its 1998 annual capital expenditures will meet or exceed total 1997 expenditures
as it continues its consolidation and relocation of logistics facilities in
North America and its project to upgrade global computer systems.

      During the six months ended June 30, 1998, the Company's financing
activities used $12.0 million compared with generating $23.0 million for the
same period in 1997. This change is primarily due to an increase of
$687.3 million in net long-term debt proceeds, including proceeds from the
Receivables Securitization (discussed below), attributable to the Transaction.
In connection with the Transaction, effective January 21, 1998, Fisher entered
into new debt financing arrangements, providing for $469.2 million of senior
bank financing (the "New Credit Facility"), a $150 million receivables
securitization facility (the "Receivables Securitization") and $400 million of
9% Senior Subordinated Notes due 2008 (the "9% Notes"). The full proceeds of the
9% Notes, together with a




                                       18
<PAGE>   19
portion of the proceeds of the New Credit Facility, were used to finance the
conversion into cash of the shares of Fisher Common Stock then outstanding that
were not retained by existing stockholders and employees, to refinance
$107.8 million of indebtedness of the Company outstanding on the date of the
Transaction and to pay related fees and expenses of the Transaction. In
addition, the New Credit Facility will be used to provide for the Company's
working capital requirements and future acquisitions, if any. The interest rates
and maturity dates of the New Credit Facility, the Receivables Securitization
and the 9% Notes are described in Note 5 to Financial Statements.

      On January 21, 1998, the Company executed two interest rate swap
agreements exchanging its floating-rate obligation on $120 million notional
principal amount for a fixed-rate payment obligation of 5.6425% per annum
through January 23, 2001 and $250 million notional principal amount for a fixed-
rate payment obligation of 5.7375% per annum through January 23, 2003. The fair
value of these interest-rate swap agreements as of June 30, 1998, based upon
quoted market prices, was $0.7 million.

      The New Credit Facility contains covenants of the Company and the
subsidiary borrowers, including, without limitation, restrictions on (i)
indebtedness, (ii) the sale of assets, (iii) mergers, acquisitions and other
business combinations, (iv) minority investments, (v) the payment of cash
dividends to shareholders, and (vi) various financial covenants. The financial
covenants include requirements to maintain certain levels of interest coverage,
debt to earnings before interest, taxes, depreciation and amortization
("EBITDA") and minimum EBITDA and limitations on capital expenditures. In
addition to the mandatory repayment schedule discussed in Note 5 to Financial
Statements, loans under the Term Facility are required to be prepaid with 50% of
excess cash flow (as defined in the New Credit Facility and subject to certain
limits as specified therein) and certain equity issuances of the Company, and
100% of net-cash proceeds of certain asset sales, certain insurance and
condemnation proceeds and certain debt issuances of the Company.

      The Receivables Securitization relates to the sale, on a revolving basis,
of certain of the accounts receivables of Fisher Scientific Company L.L.C., a
Delaware limited liability corporation ("FSC"), to a bankruptcy remote
subsidiary of FSC that entered into an agreement to transfer, on a revolving
basis, an undivided percentage ownership interest in a designated pool of
accounts receivable, up to a maximum amount based on a defined calculated
percentage of the outstanding accounts receivable balance.

      The 9% Notes are redeemable at the option of the Company at any time after
February 1, 2003 at an initial redemption price of 104.5%, declining ratably to
par on or after February 1, 2006. In addition, on or prior to February 1, 2001,
the Company may redeem up to 40% of the original principal amount of the 9%
Notes at a redemption price of 109% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of redemption with the net cash
proceeds of one or more public equity offerings, provided that at least 60% of
the aggregate principal amount of the 9% Notes originally issued remains
outstanding immediately after the occurrence of such redemption. Upon a Change
of Control Triggering Event (as defined in the Indenture under which the 9%
Notes are issued), the Company will be required to make an offer to purchase all
outstanding 9% Notes at 101% of the principal amount thereof, together with
accrued and unpaid interest, if any, to the date of purchase.




                                       19
<PAGE>   20

      The Indenture under which the 9% Notes are issued contains covenants that
restrict, among other things, (i) the ability of the Company and its
subsidiaries to incur additional indebtedness, (ii) pay dividends or make
certain other restricted payments, (iii) merge or consolidate with any other
person, (iv) minority investments, and (v) other various covenants which are
customary for transactions of this type.

      Fisher 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 ongoing operating and capital expenditure
requirements.

      DEPENDENCE ON INFORMATION SYSTEMS; SYSTEMS CONVERSION; YEAR 2000 ISSUE

      The Company's business is dependent in large part on its information
systems. These systems play an integral role in: tracking product offerings
(including pricing and availability); processing and shipping more than 20,000
items per day; warehouse operations; purchasing from more than 3,000 vendors;
inventory management; financial reporting; and other operational functions.

      The Company is dealing with "year 2000" issues. Year 2000 issues exist
when dates in computer systems are recorded using two digits (rather than four)
and are then used for arithmetic operations, comparisons or sorting. A two-digit
date recording may recognize a date using "00" as 1900 rather 2000, which could
cause the Company's computer systems to perform inaccurate computations. The
Company's year 2000 issues relate not only to its own systems but also to those
of its customers and suppliers.

      Following an assessment of the Company's year 2000 issues, the Company is
determined to implement a project pursuant to which many of its present computer
systems, including certain of its financial systems would be replaced and other
systems would be remediated. Although the Company's remediation efforts will
focus in particular on those systems which are not intended to be replaced prior
to the year 2000, the Company believes that its remediation effort should also
be extensive enough to provide a contingency plan in the event that all or a
portion of the planned  system replacement did not take place. Although that
project has begun, and is scheduled to be completed within the next eighteen
months, there is no guarantee that the project will actually be implemented,
that the project or a significant portion of the project will be implemented
prior to the year 2000, or that the project will be implemented successfully.
Aggregate spending for remediation and replacement of certain computer systems
is expected to approximate $25 million over the remainder of 1998 and 1999.

      Although the Company believes that its present remediation and replacement
programs will adequately address the year 2000 issues with respect to its
internal systems, there can be no assurance that the Company's belief is correct
or that its present assessment is in fact accurate. There can be no assurance
that the remediation and replacement programs will be completed prior to the
year 2000. In addition, there can be no assurance that the Company's vendors,
suppliers and the myriad of other financial, transportation, utility and other
service providers will successfully resolve their own year 2000 issues in a
manner which avoids significant impact to the Company. The Company has received
written assurances from many of its providers acknowledging the year 2000 issues
and stating a present intention to be compliant. The Company has not received
assurances from all its providers and there is no guarantee that any of its
providers will actually become compliant in time or that their efforts will be
successful. Because of the complexity of the Company's systems, the number of
transactions processed and the number of third parties with whom the Company
interacts, any failure of the Company or its suppliers, vendors and other
service providers to completely overcome the year 2000 issue could result in
substantial and material impact on the Company's business, operations and
financial results.

      The Company's forecasted costs and timing for completion of its year 2000
programs are based on its best estimates, which in turn are based on numerous
assumptions of future events, including the continued availability and cost of
necessary personnel and other resources, third party modification plans, and
other factors. However, the Company cannot be certain that these estimates will
be achieved and actual results could differ materially from these estimates.


                                       20
<PAGE>   21
                           PART II - OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         a). The annual meeting of stockholders of the Company was held on
             May 12, 1998.

         b). At the annual meeting, Robert A. Day, Michael D. Dingman and Kent
             R. Weldon were each elected as directors of the Company for a
             three-year term expiring in 2001. The terms of Mitchell J. Blutt,
             Anthony J. NiNovi, David V. Harkins, Paul M. Montrone, Paul M.
             Meister and Scott M. Sperling as directors of the Company continued
             after the annual meeting.

         c). The results of the voting on the proposals considered at the annual
             meeting of stockholders are as follows:

             1. ELECTION OF DIRECTORS

                                                               VOTES
                                            VOTES FOR         WITHHELD
                                           ----------         --------
                Robert A. Day              25,572,151          16,900
                Michael D. Dingman         25,571,586          17,465
                Kent R. Weldon             25,570,911          18,140

             2. PROPOSAL TO APPROVE AMENDMENT TO THE RESTATED CERTIFICATE OF
                INCORPORATION

                The proposal to approve the Amendment to the Restated
                Certificate of Incorporation of the Company increasing the
                authorized number of shares of Common Stock that may be issued
                from 50,000,000 to 100,000,000, was approved, and the voting
                results were as follows:

                25,476,496 FOR, 94,400 AGAINST and 18,155 ABSTAIN

             3. PROPOSAL TO APPROVE THE COMPANY'S 1998 EQUITY AND INCENTIVE PLAN

                The proposal to approve the 1998 Equity and Incentive Plan of
                the Company was approved, and voting results were as follows:
                23,443,156, FOR, 336,049 AGAINST, and 25,262 ABSTAIN.




                                       21
<PAGE>   22

             4. APPOINTMENT OF INDEPENDENT AUDITORS

                The appointment of Deloitte & Touche LLP as independent auditors
                for the current fiscal year was ratified, and voting results
                were as follows:

                25,556,746 FOR, 16,555 AGAINST, and 15,750 ABSTAIN.

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits:

             Exhibit 3  - Certificate of Amendment of Amended and Restated
             Certificate of Incorporation of the Company.

             Exhibit 10 - Employment Agreement dated as of March 31, 1998
             between the Company and David Della Penta.

             Exhibit 27 - Financial Data Schedule

         (b) Reports on Form 8-K:

             None.




                                       22
<PAGE>   23
                                    SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                            FISHER SCIENTIFIC INTERNATIONAL INC.





Date: August 14, 1998                       /s/ PAUL M. MEISTER
                                            ------------------------------------
                                            PAUL M. MEISTER
                                            Vice Chairman of the Board,
                                            Executive Vice President -
                                            Chief Financial Officer
                                            and Director




                                       23
<PAGE>   24

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

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







                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549


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

                      FISHER SCIENTIFIC INTERNATIONAL INC.

                                    EXHIBITS

                                       TO

                                    FORM 10-Q

                       for the quarter ended June 30, 1998















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

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





                                       24
<PAGE>   25
                                  EXHIBIT INDEX



EXHIBIT NO.                        DESCRIPTION                              
-----------   --------------------------------------------------            

     3        Certificate of Amendment of Amended and Restated
              Certificate of Incorporation of the Company

     10       Employment Agreement dated as of March 31, 1998 
              between the Company and David Della Penta

     27       Financial Data Schedule








                                       25