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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                         ------------------------------

   
 
                                   FORM 10-K/A

    
 
(MARK ONE)
    [X]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934

           FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
 
    [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
           EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

           FOR THE TRANSITION PERIOD FROM ---------------------------- TO
           ----------------------------

                        COMMISSION FILE NUMBER 1-10920.

                      FISHER SCIENTIFIC INTERNATIONAL INC.
 
             (Exact name of Registrant as specified in its charter)
<TABLE>
<S>                                            <C>
               DELAWARE                               02-0451017
    (State or other jurisdiction of                (I.R.S. Employer
    incorporation or organization)               Identification No.)
 
     LIBERTY LANE, HAMPTON, NH                          03842
(Address of principal executive offices)            (Zip Code)
 
          Registrant's telephone number, including area code:
                             (603) 926-5911
 
      Securities registered pursuant to Section 12(b) of the Act:
 
<CAPTION>
 
                                           NAME OF EACH EXCHANGE
        TITLE OF EACH CLASS                 ON WHICH REGISTERED
-----------------------------------       ------------------------
<S>                                       <C>
 
      Common Stock, par value             New York Stock Exchange
          $.01 per share
</TABLE>
 
    Securities registered pursuant to Section 12(g) of the Act:
 
                                      NONE
 
    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 ___
 
    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
 
    The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 13, 1998 was approximately $50,782,384.
 
    The number of shares of Common Stock outstanding as of March 13, 1998 was
7,197,729.
 
    Documents Incorporated by Reference: Portions of registrant's Proxy
Statement for the Annual Meeting of Stockholders to be held May 12, 1998 are
incorporated by reference into Part III.
 
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<PAGE>

   

                   FISHER SCIENTIFIC INTERNATIONAL, INC.

                               FORM 10-K/A

                             (Amendment No. 1)

                    FOR THE YEAR ENDED DECEMBER 31, 1997

                                  INDEX
                                                                   Page No.
                                                                   --------
Part IV

    Item 14 - Exhibits, Financial Statement Schedules and
                Reports on Form 8-K................................    3

SIGNATURE..........................................................    7

EXHIBITS............................................................    8

                                       2
    

<PAGE>

   

The undersigned registrant hereby amends Item 14 of Part IV of its Annual 
Report on Form 10-K for the period ended December 31, 1997.
 
                                    PART IV
 
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
    (a)(1)FINANCIAL STATEMENTS.  The Index to Financial Statements of the
          Company appears at page 26 of the Annual Report.
 
      (2) SCHEDULES.  Financial statement schedules are listed under Item 14(d)
          in the Annual Report.

    
 
                                       3

<PAGE>

   

      (3) EXHIBITS.  Exhibits 10.1, 10.2, 10.12 through 10.22 constitute all of
                     the management contracts and compensation plans and
                     arrangements of the Company required to be filed as
                     exhibits to the Annual Report.

    
 
<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER      DESCRIPTION
-------------  ---------
<C>            <S>        <C>
 
        2.1    --         Second Amended and Restated Agreement and Plan of Merger, as
                          amended, dated as of November 14, 1997 by and between the Company
                          and FSI Merger Corp. (2).
 
        3.1    --         Certificate of Designations of Series A Junior Participating
                          Preferred Stock, dated June 9, 1997 (3).
 
        3.2    --         Restated Certificate of Incorporation of the Company. (6)
 
        3.3    --         Bylaws of the Company. (10)
 
        4.1    --         Certificate of Designations of Series A Junior Participating
                          Preferred Stock, dated June 9, 1997 (see Exhibit 3.1)
 
        4.2    --         Rights Agreement dated as of June 9, 1997, between the Company and
                          ChaseMellon Shareholder Services L.L.C. as Rights Agreement, which
                          included the form of Right Certificate as Exhibit A and the Summary
                          of Rights to Purchase Common Stock as Exhibit B. (3)
 
        4.3    --         First Amendment to Rights Agreement dated as of August 7, 1997
                          between the Company and ChaseMellon Shareholder Services L.L.C. (4)
 
        4.4    --         Specimen Certificate of Common Stock, $.01 par value per share, of
                          the Company. (7)
 
        4.5    --         Restated Certificate of Incorporation of the Company (see Exhibit
                          3.2).
 
        4.6    --         Bylaws of the Company (see Exhibit 3.3).
 
        4.7    --         Senior Debt Securities Indenture dated as of December 18, 1995
                          between the Company and Mellon Bank, N.A., as Trustee (6)
 
       10.1    --         Amended and Restated Employment Agreement dated January 21, 1998
                          between the Company and Paul M. Montrone.*
 
       10.2    --         Amended and Restated Employment Agreement dated January 21, 1998
                          between the Company and Paul M. Meister.*
 
       10.3    --         Rights Agreement dated as of June 9, 1997, between the Company and
                          ChaseMellon Shareholder Services L.L.C. as Rights Agreement, which
                          includes the form of Right Certificate as Exhibit A and the Summary
                          of Rights to Purchase Common Stock as Exhibit B (see Exhibit 4.2).
 
       10.4    --         First Amendment to Rights Agreement dated as of August 7, 1997
                          between the Company and ChaseMellon Shareholder Services L.L.C. (see
                          Exhibit 4.3).
 
       10.5    --         Second Amended and Restated Agreement and Plan of Merger, dated as
                          of November 14, 1997, as amended, by and between the Company and FSI
                          Merger Corp. (see Exhibit 2.1).
 
       10.6    --         Credit Agreement among Fisher, Certain Subsidiaries of Fisher,
                          Various Lending Institutions, the Chase Manhattan Bank, as
                          Administration Agent, The Chase Manhattan Bank of Canada, as
                          Administration Agent, Chase Manhattan International Limited, as U.K.
                          Administration Agent, Merrill Lynch Capital Corporation, as
                          Syndication Agent and DLJ Capital Funding, Inc., as Documentation
                          Agent dated as of January 21, 1998. (5)
</TABLE>
 
                                       4

<PAGE>

<TABLE>
<CAPTION>
   EXHIBIT
   NUMBER      DESCRIPTION
-------------  ---------
<C>            <S>        <C>
       10.7    --         Indenture dated as of January 21, 1998 between Fisher and Sate
                          Street Bank and Trust Company, as Trustee relating to the 9% Senior
                          Subordinated Notes due 2008. (5)
 
       10.8    --         Registration Right Agreement dated as of January 21, 1998 among
                          Fisher and Merrill Lynch, Pierce, Fenner and Smith Incorporated,
                          Chase Securities Inc. and Donaldson, Lufkin and Jenrette Securities
                          Corporation. (11)
 
       10.9    --         Restated Environmental Matters Agreement, dated as of February 26,
                          1986, as amended and restated as of July 28, 1989, among
                          Allied-Signal Inc., The Henley Group, Inc., The Wheelabrator Group
                          Inc., New Hampshire Oak, Inc. and Fisher Scientific Group Inc. (7)
 
       10.10   --         Amended and Restated Credit Agreement dated as of February 12, 1996,
                          amending and restating the Term Loan and Revolving Credit Agreement,
                          dated as of October 16, 1995 among Fisher Scientific International
                          Inc., Certain Commercial Lending Institutions and Toronto Dominion
                          (Texas), Inc. (8)
 
       10.11   --         Amendment No. 1 dated February 12, 1996 to the Term Loan Agreement
                          dated October 16, 1995 among Fisher Scientific International Inc.,
                          Fisher Scientific U.K. Limited, Certain Commercial Lending
                          Institutions and The Toronto Dominion Bank. (8)
 
       10.12   --         1991 Stock Plan for Executive Employees of Fisher Scientific
                          International Inc. and its Subsidiaries. (9)
 
       10.13   --         Fisher Scientific International Inc. Retirement Plan. (10)
 
       10.14   --         Fisher Scientific International Inc. Savings and Profit Sharing
                          Plan. (10)
 
       10.15   --         Fisher Scientific International Inc. Incentive Compensation Plan.
                          (8)
 
       10.16   --         Restricted Unit Plan for Non-Employee Directors of Fisher Scientific
                          International Inc. (10)
 
       10.17   --         Fisher Scientific International Inc. Deferred Compensation Plan for
                          Non-Employee Directors. (10)
 
       10.18   --         Retirement Plan for Non-Employee Directors of Fisher Scientific
                          International Inc. (10)
 
       10.19   --         Fisher Scientific International Inc. Long-Term Incentive Plan. (9)
 
       10.20   --         1995 Operating Unit Stock Plan. (8)
 
       10.21   --         Fisher Scientific International Inc. Equity-Based Award Plan.*
 
       10.22   --         Fisher Scientific International Inc. 1998 Equity and Incentive Plan.
                          (2)
 
       21.1    --         List of Subsidiaries of the Company.*
 
       23.1    --         Consent of DELOITTE & TOUCHE LLP.*
 
       27.1    --         Financial Data Schedule-Fiscal Year Ended 1997.*
 
       27.2    --         Financial Data Schedule-Quarters 1, 2, 3 of 1997.*
 
       27.3    --         Financial Data Schedule-Fiscal Year Ended 1996 and Quarters 1, 2, 3
                          of 1996.*
</TABLE>
 
------------
 
*   Filed herewith
 
    (1) Included as an Annex to the Company's Proxy Statement/Prospectus
       included in the Company's Registration Statement on Form S-4
       (Registration No. 333-92777) filed with the Securities and Exchange
       Commission on December 19, 1997 and amended on February 28, 1998.
 
                                       5

<PAGE>

    (2) Included as an exhibit to the Company's Registration Statement on Form
       S-4 (Registration No. 333-42777) filed with the Securities and Exchange
       Commission on December 19, 1997 and amended on February 2, 1998 and
       incorporated herein by reference.
 
    (3) Included as an exhibit to the Company's Registration Statement on Form
       8-A filed with the Securities and Exchange Commission on June 9, 1997 and
       incorporated herein by reference.
 
    (4) Included as an exhibit to the Company's current report on Form 8-K dated
       August 7, 1997 filed with the Securities and Exchange Commission on
       August 8, 1997 and incorporated herein by reference.
 
    (5) Included as an exhibit to the Company's current report on Form 8-K
       (Registration No. 001-10920) dated January 21, 1998 filed with the
       Securities and Exchange Commission on February 5, 1998 and incorporated
       herein by reference.
 
    (6) Included as an exhibit to the Company's Registration Statement on Form
       S-3 (Registration No. 33-99884) filed with the Securities and Exchange
       Commission on November 30, 1995 and incorporated herein by reference.
 
    (7) Included in an exhibit to the Company's Registration Statement on Form
       S-1 (Registration No. 33-43505) filed with the Securities and Exchange
       Commission on October 23, 1991 and incorporated herein by reference.
 
    (8) Included in an exhibit to the Company's Form 10-K for the year ended
       December 31, 1995, filed with the Securities and Exchange Commission on
       March 21, 1996 and incorporated herein by reference.
 
    (9) Included in an exhibit to the Company's Form 10-K for the year ended
       December 31, 1994, filed with the Securities and Exchange Commission on
       March 24, 1995 and incorporated herein by reference.
 
    (10) Included in an exhibit to the Company's Form 10-K for the year ended
       December 31, 1992, filed with the Securities and Exchange Commission on
       March 24, 1993 and incorporated herein by reference.

    (11) Included as an exhibit to the Company's Registration Statement on 
       Form S-4 (Registration No. 333-48285) filed with the Securities and 
       Exchange Commission on March 19, 1998.



 
    (b)  REPORTS ON FORM 8-K:  The Company did not file any Current Reports on
         Form 8-K during the last quarter of the period covered by this report.
 
    (c)  EXHIBITS.  The following exhibits are filed with this annual report:
 
<TABLE>
<C>          <S>        <C>                                                                 <C>

       10.1  --         Amended and Restated Employment Agreement dated 
                        January 21, 1998 between the Company and Paul M. Montrone.

       10.2  --         Amended and Restated Employment Agreement dated 
                        January 21, 1998 between the Company and Paul M. Meister.

       10.21 --         Fisher Scientific International Inc. Equity-Based 
                        Award Plan.
       21.1  --         List of Subsidiaries of the Company.
 
       23.1  --         Consent of DELOITTE & TOUCHE LLP.
 
       27.1  --         Financial Data Schedule - Fiscal Year End 1997.

       27.2  --         Financial Data Schedule - Quarters, 1,2,3 of 1997.

       27.3  --         Financial Data Schedule - Fiscal Year Ended 1996 and 
                        Quarters 1,2,3 of 1996.


</TABLE>
 
    (d)  FINANCIAL STATEMENT SCHEDULES.
 
    All financial statement schedules have been omitted since the information
required to be submitted has been included in the financial statements and
related notes or because they are either not applicable or not required under
the rules of Regulation S-X.
 
                                       6

<PAGE>

   

                                   SIGNATURE
 
    Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this amendment to be signed 
on its behalf by the undersigned, thereunto duly authorized.
 
                                          FISHER SCIENTIFIC INTERNATIONAL INC.
 
                                          By:        /s/ TODD M. DUCHENE
                                            ------------------------------------
 
                                                      Todd M. DuChene
                                             VICE PRESIDENT-GENERAL COUNSEL AND
                                                         SECRETARY
 
Date: April 17, 1998
 
    
 
                                       7

<PAGE>

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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
 
                            ------------------------

   
 
                                    EXHIBITS
                                       TO
                                   FORM 10-K/A

                               (Amendment No. 1)

                     for the year ended December 31, 1997

    

                                ---------------
 
                      FISHER SCIENTIFIC INTERNATIONAL INC.
 
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