<PAGE>

                                                     Registration No. 33-

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



                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------
                      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
                               including Zip Code)

      FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN
                CURTIN MATHESON SCIENTIFIC SAVINGS INCENTIVE PLAN
                            (Full title of the Plans)

                             MARK A. UNDERBERG, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  LIBERTY LANE
                          HAMPTON, NEW HAMPSHIRE 03842
                                 (203) 929-2650
            (Name, address and telephone number of agent for service)

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

<PAGE>
<TABLE>
                         CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<S>                              <C>          <C>              <C>         
                                 Proposed     Proposed
                                 maximum      maximum
Title of                         offering     aggregate         Amount of
securities to     Amount to be   price per    offering          registration
be registered     registered     unit         price             fee
- -------------     ------------   -----------  -------------     ------------
Common Stock,     975,000(1)         (2)      $36,991,500(2)    $12,755.69
par value
$.01 per share

Common Stock,     525,000(3)         (2)      $19,918,500(2)      6,868.45
par value $.01
per share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1)  Consists of shares of Common Stock to be made available under the Fisher
     Scientific International Inc. Savings and Profit Sharing Plan.  Such
     indeterminable number of additional shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar change
     in the Common Stock are hereby also registered.  In addition, pursuant to
     Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee, based upon an assumed price of $37.94 per share, the
     average of the high and low sale prices of the Registrant's Common Stock as
     reported on the New York Stock Exchange on June 26, 1996.

(3)  Consists of shares of Common Stock to be made available under the Curtin
     Matheson Scientific Savings Incentive Plan.  Such indeterminable number of
     additional shares as may be required in the event of a stock dividend,
     stock split, recapitalization or other similar change in the Common Stock
     are hereby also registered.  In addition, pursuant to Rule 416(c) under the
     Securities Act, this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plan described herein.


                                        2

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Incorporated by reference in this Registration Statement are the 
following documents heretofore filed by Fisher Scientific International Inc. 
(the "Company") with the Securities and Exchange Commission (the 
"Commission") pursuant to the Securities Act of 1933, as amended (the 
"Securities Act") and the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"):

          (a)  The Company's latest annual report filed pursuant to Sections
               13(a) or 15(d) of the Exchange Act;

          (b)  All other reports filed by the Company pursuant to Section 13(a)
               or 15(d) of the Exchange Act since the end of the fiscal year
               covered by the annual report referred to in (a) above; and

          (c)  The description of the Company's Common Stock, par value $.01 per
               share (the "Common Stock"), contained in a registration statement
               filed under the Exchange Act, and any amendment or report filed
               for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.

<PAGE>

Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          None.

Item 6.   Indemnification of Directors and Officers

     General

          Article Fifteenth of the Certificate of Incorporation of the Company
("Article Fifteenth") limits the personal liability of directors to the Company
of its stockholders for monetary damages for breaches of fiduciary duty as
directors.  Article Fifteenth also defines the rights of certain individuals,
including directors and officers, to indemnification by the Company in the event
of personal liability or expenses incurred by them as a result of certain
litigation against them.

          Article Fifteenth is consistent with the Delaware General Corporation
Law (the "Delaware Law"), which permits a Delaware corporation (i) to include in
its certificate of incorporation a provision limiting a director's liability for
monetary damages for breach of the duty of care and (ii) to indemnify certain
individuals, including its director, officers and employees.

     Elimination of Liability in Certain Circumstances

          Article Fifteenth would protect the Company's directors against
personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under the Delaware law,
absent Article Fifteenth, directors could be held liable for gross negligence in
the performance of their duty of care but not for simple negligence.  Article
Fifteenth absolves directors of liability for negligence in the performance of
their duties, including gross negligence.  Directors remain liable for breaches
of their duty of loyalty to the Company and its stockholders, as well as acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit.  Article Fifteenth also does not absolve directors of
liability under Section 174 of the Delaware Law, which makes directors
personally liable for


                                        2

<PAGE>

unlawful dividends or unlawful stock repurchases or redemption and expressly
sets forth a negligence standard with respect to such liability.

     Indemnification and Insurance

          Under the Delaware Law, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys, fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and the Delaware Law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

          Article Fifteenth provides, among other things, that each person who
was or is made a party to, or is threatened to be made a part to, or is involved
in, any action, suit or proceeding by reason of the fact that he is the legal
representative, or is or was a director or officer of the Company (or was
serving at the request of the Company as a director, officer, employee or agent
for another entity) while serving in such capacity, shall be indemnified and
held harmless by the Company to the full extent authorized by the Delaware Law,
as in effect (or, to the extent indemnification is broadened, as it may be
amended), against all expenses, liability or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amount to be paid in
settlement) reasonably incurred by such person in connection therewith.  Article
Fifteenth provides, in addition, that rights conferred thereby shall be contract
rights and shall include the right to be paid by the Company for expenses in
defending the proceedings specified above, in advance of their final
disposition.  The Company may also, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.


                                        3

<PAGE>

           The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies.  The risks by such
policies include certain liabilities under the securities law.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-14.


                                        4

<PAGE>

Item 9.   Undertakings

          (a)  RULE 415 OFFERING.  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any Prospectus required by section 10(a)(3) of
          the Securities Act, unless the information is contained in periodic
          reports filed by the Registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

              (ii)  To reflect in the Prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent posteffective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement, unless the information is contained in
          periodic reports filed by the Registrant pursuant to section 13 or
          section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement;

             (iii)  To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such posteffective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.


                                        5

<PAGE>

          (b)  SUBSEQUENT EXCHANGE ACT DOCUMENTS.  The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  INDEMNIFICATION.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.


                                        6

<PAGE>

                                   SIGNATURES


          THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 25th day of
June, 1996.

                              FISHER SCIENTIFIC INTERNATIONAL INC.



                              By:/s/ Mark A. Underberg
                                 -----------------------------------
                                 Mark A. Underberg
                                 Vice President, General
                                 Counsel and Secretary


The registrant and each person whose signature appears below constitutes and
appoints Mark A. Underberg and Paul M. Meister, and any agent for service named
in this registration statement and each of them, his or its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities, to sign and file (i) any and all amendments (including post-
effective amendments) to this registration statement, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission ("SEC") and (ii) any and all other instruments which any of said
attorneys-in-fact and agents deems necessary or advisable to enable the Company
to comply with the Securities Act of 1933, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following


                                        7

<PAGE>

persons in the capacities indicated on the 25th day of June, 1996.



Signatures                                Title
- ----------                                -----

/s/ Michael D. Dingman                    Chairman of the Board and
- -------------------------------           Director
Michael D. Dingman


/s/ Paul M. Montrone                      President and Director
- -------------------------------           (Principal Executive
Paul M. Montrone                          Officer)


/s/ Paul M. Meister                       Senior Vice President -
- -------------------------------           Chief Financial Officer
Paul M. Meister                           (Principal Financial
                                          Officer)


/s/ Paul F. Patek                         Vice President - Controller
- -------------------------------           (Principal Accounting
Paul F. Patek                             Officer)


/s/ Philip E. Beekman                     Director
- -------------------------------
Philip E. Beekman


/s/ Gerald J. Lewis                       Director
- -------------------------------
Gerald J. Lewis


/s/ Edward A. Montgomery, Jr.             Director
- -------------------------------
Edward A. Montgomery, Jr.


/s/ Lt. Gen. Thomas P.Stafford            Director
- -------------------------------
Lt. Gen. Thomas P. Stafford


                                        8

<PAGE>

/s/ Robert A. Day                         Director
- -------------------------------
Robert A. Day


                                        9

<PAGE>

          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Fisher Scientific International Inc. Savings and Profit Sharing
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.

                                   FISHER SCIENTIFIC
                                   INTERNATIONAL INC. SAVINGS
                                   AND PROFIT SHARING PLAN


                                   By:/s/ Mark A. Underberg
                                      -------------------------
                                      Mark A. Underberg


                                       10

<PAGE>

          The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Curtin Matheson Scientific Savings Incentive Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.

                                   CURTIN MATHESON SCIENTIFIC
                                   SAVINGS INCENTIVE PLAN

                                   By:/s/ Mark A. Underberg
                                      -------------------------
                                      Mark A. Underberg


                                       11

<PAGE>

                                INDEX TO EXHIBITS

                       Description
  Exhibit No.           of Exhibit
- -----------            -----------


4.1             Specimen Certificate of
                Common Stock, $.01 par
                value per share, of the
                Company (incorporated by
                reference to the relevant
                exhibit to the Company's
                Registration Statement on
                Form S-1 (Registration
                No. 33-43505)).

4.2             Restated Certificate of
                Incorporation of the
                Company (incorporated by
                reference to the Company's
                Annual Report on Form 10-K
                filed with the Securities
                and Exchange Commission on
                March 24, 1993).

4.3             Bylaws of the Company
                (incorporated by refer-
                ence to the Company's
                Annual Report on Form 10-K
                filed with the Securities
                and Exchange Commission on
                March 24, 1993).

4.4             Indenture dated as of
                March 1, 1993 between the
                Company and the First
                National Bank of Boston,
                as Trustee (incorporated
                by reference to the
                Company's Annual Report on
                Form 10-K filed with the
                Securities and Exchange
                Commission on March 24,
                1993).

4.5             Senior Debt Securities
                Indenture dated as of
                December 18, 1995 between
                the Company and Mellon
                Bank, N.A., as Trustee
                (incorporated by reference
                to the relevant exhibit to
                the Company's Registration
                Statement on Form S-3
                                        12
<PAGE>

                       Description
  Exhibit No.           of Exhibit
  -----------          -----------


                (Registration No. 33-
                99884)).

5.1             Copy of Internal Revenue
                Service ("IRS")
                determination
                letter that the Fisher
                Scientific International Inc.
                Savings and Profit Sharing
                Plan (the "Fisher Plan")
                is qualified under
                section 401(a) of the
                Internal Revenue Code of
                1986, as amended (the
                "Code") (filed herewith).

5.2             The undersigned registrant
                hereby undertakes to
                submit the Fisher Plan and
                any amendments thereto to
                the IRS in a timely manner
                and will make all changes
                required by the IRS in
                order to qualify the
                Fisher Plan under section
                401(a) of the Code.

5.3             The undersigned registrant
                hereby undertakes to
                submit the Curtin Matheson 
                Scientific Savings Incentive 
                Plan, formerly the Fisons Scientic 
                Equipment Savings Incentive Plan 
                (the "CMS Plan"), and
                any amendments thereto to
                the IRS in a timely manner
                and will make all changes
                required by the IRS in
                order to qualify the CMS
                Plan under section 401(a)
                of the Code.

23              Consent of Deloitte & Touche
                LLP (filed herewith).

24              Powers of Attorney (filed
                herewith-see pages 8-9 of
                the Registration
                Statement).

99.1            Financial Statements for the
                Fisher Plan for the fiscal
                years ended December 31, 1994
                and December 31, 1995 and the
                report of Arthur Andersen LLP
                thereon.


                                        13

<PAGE>

                       Description
  Exhibit No.           of Exhibit
  -----------          -----------


99.2            Financial Statements for the
                CMS Plan for the fiscal years 
                ended December 31, 1994 and
                December 31, 1995 and the
                report of Price Waterhouse LLP
                thereon.


                                        14
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{"company-data": {"conformed-name": "FISHER SCIENTIFIC INTERNATIONAL INC", "cik": "0000880430", "assigned-sic": "5040", "irs-number": "020451017", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07391", "film-number": "96590060"}, "business-address": {"street1": "LIBERTY LANE", "city": "HAMPTON", "state": "NH", "zip": "03842", "phone": "6039265911"}, "mail-address": {"street1": "LIBERTY LANE", "city": "LIBEHAMPTON", "state": "NH", "zip": "03842"}}
Registration No. 33-

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------
                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              --------------------
                      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
                               including Zip Code)

      FISHER SCIENTIFIC INTERNATIONAL INC. SAVINGS AND PROFIT SHARING PLAN
                CURTIN MATHESON SCIENTIFIC SAVINGS INCENTIVE PLAN
                            (Full title of the Plans)

                             MARK A. UNDERBERG, ESQ.
                  VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
                                  LIBERTY LANE
                          HAMPTON, NEW HAMPSHIRE 03842
                                 (203) 929-2650
            (Name, address and telephone number of agent for service)

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed     Proposed
                                 maximum      maximum
Title of                         offering     aggregate         Amount of
securities to     Amount to be   price per    offering          registration
be registered     registered     unit         price             fee
- -------------     ------------   -----------  -------------     ------------
Common Stock,     975,000(1)         (2)      $36,991,500(2)    $12,755.69
par value
$.01 per share

Common Stock,     525,000(3)         (2)      $19,918,500(2)      6,868.45
par value $.01
per share
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1)  Consists of shares of Common Stock to be made available under the Fisher
     Scientific International Inc. Savings and Profit Sharing Plan.  Such
     indeterminable number of additional shares as may be required in the event
     of a stock dividend, stock split, recapitalization or other similar change
     in the Common Stock are hereby also registered.  In addition, pursuant to
     Rule 416(c) under the Securities Act of 1933, as amended (the "Securities
     Act"), this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Computed pursuant to Rule 457(h) solely for the purpose of determining the
     registration fee, based upon an assumed price of $37.94 per share, the
     average of the high and low sale prices of the Registrant's Common Stock as
     reported on the New York Stock Exchange on June 26, 1996.

(3)  Consists of shares of Common Stock to be made available under the Curtin
     Matheson Scientific Savings Incentive Plan.  Such indeterminable number of
     additional shares as may be required in the event of a stock dividend,
     stock split, recapitalization or other similar change in the Common Stock
     are hereby also registered.  In addition, pursuant to Rule 416(c) under the
     Securities Act, this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee benefit
     plan described herein.

                                        2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference

          Incorporated by reference in this Registration Statement are the 
following documents heretofore filed by Fisher Scientific International Inc. 
(the "Company") with the Securities and Exchange Commission (the 
"Commission") pursuant to the Securities Act of 1933, as amended (the 
"Securities Act") and the Securities Exchange Act of 1934, as amended (the 
"Exchange Act"):

          (a)  The Company's latest annual report filed pursuant to Sections
               13(a) or 15(d) of the Exchange Act;

          (b)  All other reports filed by the Company pursuant to Section 13(a)
               or 15(d) of the Exchange Act since the end of the fiscal year
               covered by the annual report referred to in (a) above; and

          (c)  The description of the Company's Common Stock, par value $.01 per
               share (the "Common Stock"), contained in a registration statement
               filed under the Exchange Act, and any amendment or report filed
               for the purpose of updating such description.

          All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment that indicates that all securities offered hereby have been
sold or that deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
part hereof from the dates of filing of such documents.
Item 4.   Description of Securities

          Not applicable.

Item 5.   Interests of Named Experts and Counsel

          None.

Item 6.   Indemnification of Directors and Officers

     General

          Article Fifteenth of the Certificate of Incorporation of the Company
("Article Fifteenth") limits the personal liability of directors to the Company
of its stockholders for monetary damages for breaches of fiduciary duty as
directors.  Article Fifteenth also defines the rights of certain individuals,
including directors and officers, to indemnification by the Company in the event
of personal liability or expenses incurred by them as a result of certain
litigation against them.

          Article Fifteenth is consistent with the Delaware General Corporation
Law (the "Delaware Law"), which permits a Delaware corporation (i) to include in
its certificate of incorporation a provision limiting a director's liability for
monetary damages for breach of the duty of care and (ii) to indemnify certain
individuals, including its director, officers and employees.

     Elimination of Liability in Certain Circumstances

          Article Fifteenth would protect the Company's directors against
personal liability for monetary damages resulting from breaches of their
fiduciary duty of care, except as set forth below.  Under the Delaware law,
absent Article Fifteenth, directors could be held liable for gross negligence in
the performance of their duty of care but not for simple negligence.  Article
Fifteenth absolves directors of liability for negligence in the performance of
their duties, including gross negligence.  Directors remain liable for breaches
of their duty of loyalty to the Company and its stockholders, as well as acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law and transactions from which a director derives improper
personal benefit.  Article Fifteenth also does not absolve directors of
liability under Section 174 of the Delaware Law, which makes directors
personally liable for

                                        2
unlawful dividends or unlawful stock repurchases or redemption and expressly
sets forth a negligence standard with respect to such liability.

     Indemnification and Insurance

          Under the Delaware Law, directors and officers as well as other
employees and individuals may be indemnified against expenses (including
attorneys, fees), judgments, fines and amounts paid in settlement in connection
with specified actions, suits or proceedings, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
corporation (a "derivative action")) if they acted in good faith and in a manner
they reasonably believed to be in or not opposed to the best interest of the
Company and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful.  A similar standard of
care is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees) incurred in
connection with defense or settlement of such an action and the Delaware Law
requires court approval before there can be any indemnification of expenses
where the person seeking indemnification has been found liable to the Company.

          Article Fifteenth provides, among other things, that each person who
was or is made a party to, or is threatened to be made a part to, or is involved
in, any action, suit or proceeding by reason of the fact that he is the legal
representative, or is or was a director or officer of the Company (or was
serving at the request of the Company as a director, officer, employee or agent
for another entity) while serving in such capacity, shall be indemnified and
held harmless by the Company to the full extent authorized by the Delaware Law,
as in effect (or, to the extent indemnification is broadened, as it may be
amended), against all expenses, liability or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties and amount to be paid in
settlement) reasonably incurred by such person in connection therewith.  Article
Fifteenth provides, in addition, that rights conferred thereby shall be contract
rights and shall include the right to be paid by the Company for expenses in
defending the proceedings specified above, in advance of their final
disposition.  The Company may also, by action of its Board of Directors, provide
indemnification to its employees and agents with the same scope and effect as
the foregoing indemnification of directors and officers.

                                        3
The Company maintains directors' and officers' reimbursement and
liability insurance pursuant to standard form policies.  The risks by such
policies include certain liabilities under the securities law.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

          An Exhibit Index, containing a list of all exhibits filed with this
Registration Statement, is included on pages 12-14.

                                        4
Item 9.   Undertakings

          (a)  RULE 415 OFFERING.  The undersigned Registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement:

               (i)  To include any Prospectus required by section 10(a)(3) of
          the Securities Act, unless the information is contained in periodic
          reports filed by the Registrant pursuant to section 13 or section
          15(d) of the Exchange Act that are incorporated by reference in the
          Registration Statement;

              (ii)  To reflect in the Prospectus any facts or events arising
          after the effective date of the Registration Statement (or the most
          recent posteffective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the Registration Statement, unless the information is contained in
          periodic reports filed by the Registrant pursuant to section 13 or
          section 15(d) of the Exchange Act that are incorporated by reference
          in the Registration Statement;

             (iii)  To include any material information with respect to the plan
          of distribution not previously disclosed in the Registration Statement
          or any material change to such information in the Registration
          Statement.

          (2)  That, for the purpose of determining any liability under the
     Securities Act, each such posteffective amendment shall be deemed to be a
     new registration statement relating to the securities offered therein, and
     the offering of such securities at that time shall be deemed to be the
     initial bona fide offering thereof.

          (3)  To remove from registration by means of a post-effective
     amendment any of the securities being registered which remain unsold at the
     termination of the offering.

                                        5
(b)  SUBSEQUENT EXCHANGE ACT DOCUMENTS.  The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to section 15(d) of
the Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

          (c)  INDEMNIFICATION.  Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                        6
SIGNATURES

          THE REGISTRANT.  Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York on the 25th day of
June, 1996.

                              FISHER SCIENTIFIC INTERNATIONAL INC.

                              By:/s/ Mark A. Underberg
                                 -----------------------------------
                                 Mark A. Underberg
                                 Vice President, General
                                 Counsel and Secretary

The registrant and each person whose signature appears below constitutes and
appoints Mark A. Underberg and Paul M. Meister, and any agent for service named
in this registration statement and each of them, his or its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities, to sign and file (i) any and all amendments (including post-
effective amendments) to this registration statement, with all exhibits thereto,
and other documents in connection therewith with the Securities and Exchange
Commission ("SEC") and (ii) any and all other instruments which any of said
attorneys-in-fact and agents deems necessary or advisable to enable the Company
to comply with the Securities Act of 1933, the rules, regulations and
requirements of the SEC in respect thereof, and the securities or Blue Sky laws
of any State or other governmental subdivision, granting unto said attorneys-in-
fact and agents, and each of them, full power and authority to do and perform
each and every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he, she, or it might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following

                                        7
persons in the capacities indicated on the 25th day of June, 1996.

Signatures                                Title
- ----------                                -----

/s/ Michael D. Dingman                    Chairman of the Board and
- -------------------------------           Director
Michael D. Dingman

/s/ Paul M. Montrone                      President and Director
- -------------------------------           (Principal Executive
Paul M. Montrone                          Officer)

/s/ Paul M. Meister                       Senior Vice President -
- -------------------------------           Chief Financial Officer
Paul M. Meister                           (Principal Financial
                                          Officer)

/s/ Paul F. Patek                         Vice President - Controller
- -------------------------------           (Principal Accounting
Paul F. Patek                             Officer)

/s/ Philip E. Beekman                     Director
- -------------------------------
Philip E. Beekman

/s/ Gerald J. Lewis                       Director
- -------------------------------
Gerald J. Lewis

/s/ Edward A. Montgomery, Jr.             Director
- -------------------------------
Edward A. Montgomery, Jr.

/s/ Lt. Gen. Thomas P.Stafford            Director
- -------------------------------
Lt. Gen. Thomas P. Stafford

                                        8
/s/ Robert A. Day                         Director
- -------------------------------
Robert A. Day

                                        9
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Fisher Scientific International Inc. Savings and Profit Sharing
Plan has duly caused this registration statement to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.

                                   FISHER SCIENTIFIC
                                   INTERNATIONAL INC. SAVINGS
                                   AND PROFIT SHARING PLAN

                                   By:/s/ Mark A. Underberg
                                      -------------------------
                                      Mark A. Underberg

                                       10
The Plan.  Pursuant to the requirements of the Securities Act of 1933,
as amended, the Curtin Matheson Scientific Savings Incentive Plan has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of New York, State of New
York, on the 25th day of June, 1996.

                                   CURTIN MATHESON SCIENTIFIC
                                   SAVINGS INCENTIVE PLAN

                                   By:/s/ Mark A. Underberg
                                      -------------------------
                                      Mark A. Underberg

                                       11
INDEX TO EXHIBITS

                       Description
  Exhibit No.           of Exhibit
- -----------            -----------

4.1             Specimen Certificate of
                Common Stock, $.01 par
                value per share, of the
                Company (incorporated by
                reference to the relevant
                exhibit to the Company's
                Registration Statement on
                Form S-1 (Registration
                No. 33-43505)).

4.2             Restated Certificate of
                Incorporation of the
                Company (incorporated by
                reference to the Company's
                Annual Report on Form 10-K
                filed with the Securities
                and Exchange Commission on
                March 24, 1993).

4.3             Bylaws of the Company
                (incorporated by refer-
                ence to the Company's
                Annual Report on Form 10-K
                filed with the Securities
                and Exchange Commission on
                March 24, 1993).

4.4             Indenture dated as of
                March 1, 1993 between the
                Company and the First
                National Bank of Boston,
                as Trustee (incorporated
                by reference to the
                Company's Annual Report on
                Form 10-K filed with the
                Securities and Exchange
                Commission on March 24,
                1993).

4.5             Senior Debt Securities
                Indenture dated as of
                December 18, 1995 between
                the Company and Mellon
                Bank, N.A., as Trustee
                (incorporated by reference
                to the relevant exhibit to
                the Company's Registration
                Statement on Form S-3
                                        12
Description
  Exhibit No.           of Exhibit
  -----------          -----------

                (Registration No. 33-
                99884)).

5.1             Copy of Internal Revenue
                Service ("IRS")
                determination
                letter that the Fisher
                Scientific International Inc.
                Savings and Profit Sharing
                Plan (the "Fisher Plan")
                is qualified under
                section 401(a) of the
                Internal Revenue Code of
                1986, as amended (the
                "Code") (filed herewith).

5.2             The undersigned registrant
                hereby undertakes to
                submit the Fisher Plan and
                any amendments thereto to
                the IRS in a timely manner
                and will make all changes
                required by the IRS in
                order to qualify the
                Fisher Plan under section
                401(a) of the Code.

5.3             The undersigned registrant
                hereby undertakes to
                submit the Curtin Matheson 
                Scientific Savings Incentive 
                Plan, formerly the Fisons Scientic 
                Equipment Savings Incentive Plan 
                (the "CMS Plan"), and
                any amendments thereto to
                the IRS in a timely manner
                and will make all changes
                required by the IRS in
                order to qualify the CMS
                Plan under section 401(a)
                of the Code.

23              Consent of Deloitte & Touche
                LLP (filed herewith).

24              Powers of Attorney (filed
                herewith-see pages 8-9 of
                the Registration
                Statement).

99.1            Financial Statements for the
                Fisher Plan for the fiscal
                years ended December 31, 1994
                and December 31, 1995 and the
                report of Arthur Andersen LLP
                thereon.

                                        13
Description
  Exhibit No.           of Exhibit
  -----------          -----------

99.2            Financial Statements for the
                CMS Plan for the fiscal years 
                ended December 31, 1994 and
                December 31, 1995 and the
                report of Price Waterhouse LLP
                thereon.

                                        14