As filed with the Securities and Exchange Commission on July 30, 2002
                       Registration No. __________________
===============================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                              BECKMAN COULTER, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

         Delaware                                          95-1040600
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

          4300 North Harbor Boulevard, Fullerton, California 92834-3100
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

           BECKMAN COULTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
                BECKMAN COULTER, INC. EXECUTIVE RESTORATION PLAN
              BECKMAN COULTER, INC. DEFERRED DIRECTORS' FEE PROGRAM
                            (Full Title of the Plan)
                               -------------------

                              William H. May, Esq.
                  Vice President, General Counsel and Secretary
                              Beckman Coulter, Inc.
          4300 North Harbor Boulevard, Fullerton, California 92834-3100
                                 (714) 871-4848
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
       ------------------------------------------------------------------------
                                        Proposed     Proposed
       Title Of                         Maximum      Maximum
       Securities      Amount           Offering     Aggregate      Amount Of
       To Be           To Be            Price        Offering       Registration
       Registered      Registered       Per Unit     Price          Fee

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

       Common Stock,   500,000          $39.47(3)    $19,735,000(3) $1,816(3)
       par value       shares(1)(2)
       $0.10
       per share
       ------------------------------------------------------------------------
       (1)This Registration Statement covers, in addition to the number of
          shares of Common Stock stated above, other rights to purchase or
          acquire the shares of Common Stock covered by the Prospectus and,
          pursuant to Rule 416(c) under the Securities Act of 1933, as amended
          (the "Securities Act"), an additional indeterminate number of shares
          and rights which by reason of certain events specified in the Beckman
          Coulter, Inc. Executive Deferred Compensation Plan, in the Beckman
          Coulter, Inc. Executive Restoration Plan, and in the Beckman Coulter,
          Inc. Deferred Directors' Fee Program (together, the "Plans"), may
          become subject to the Plans.
       (2)Each share is accompanied by a preferred stock purchase right
          pursuant to a Stockholder Protection Rights Agreement between Beckman
          Coulter, Inc. and First Chicago Trust Company of New York, as Rights
          Agent, dated as of February 4, 1999.
       (3)Pursuant to Rule 457(h), the maximum offering price, per share and in
          the aggregate, and the registration fee were calculated based upon the
          average of the high and low prices of the Common Stock on July 24,
          2002.

          The Exhibit Index for this Registration Statement is at page 8.
       =========================================================================


<PAGE>


                                     PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS


      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.


<PAGE>


                                     PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT


ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents of Beckman Coulter, Inc. (the "Company") filed
with the Commission are incorporated herein by reference:

      (a)   The Company's Annual Report on Form 10-K for its fiscal year ended
            December 31, 2001, filed with the Commission on February 22, 2002;

      (b)   The Company's Quarterly Report on Form 10-Q for its quarterly period
            ended March 31, 2002, filed with the Commission on May 10, 2002;

      (c)   The description of the Company's Common Stock contained in the
            Company's Registration Statement on Form 8-A, filed with the
            Commission on or about April 25, 1989, together with an amendment
            thereto filed on July 2, 1992, and any other amendment or report
            filed for the purpose of updating such description; and

      (d)   The description of the Company's Common Share Purchase Rights
            contained in the Company's Registration Statement on Form 8-A filed
            with the Commission on February 9, 1999 (which incorporates such
            description from the Current Report on Form 8-K filed by the Company
            with the Commission on February 8, 1999), 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 Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

      The Company's Common Stock, par value $0.10 per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.


<PAGE>


ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the original issuance of the Common Stock registered
hereby is passed on for the Company by William H. May, Vice President, General
Counsel and Secretary of the Company. Mr. May is compensated by the Company as
an employee, is the beneficial owner of shares of the Company's Common Stock, is
the holder of options to acquire shares of the Company's Common Stock, and is
eligible to participate in one or more of the Plans.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person who is a party to any action in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person was a
director, officer, employee or agent of the Company, or is or was serving as
such with respect to another entity at the request of the Company. The DGCL also
provides that the Company may purchase insurance on behalf of any such director,
officer, employee or agent. Section 14 of the Company's Fifth Restated
Certificate of Incorporation provides that the Company will indemnify any person
to whom, and to the fullest extent, indemnification may be required or permitted
under Section 145 of the DGCL.

       Section 102(b)(7) of the DGCL enables a Delaware corporation to provide
in its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such provision
cannot eliminate or limit a director's liability (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL (which imposes
liability on directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (4) for any transaction from which the director
derived an improper personal benefit. Section 13 of the Company's Fifth Restated
Certificate of Incorporation eliminates the liability of a director of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by the DGCL.

       The Company carries policies of insurance which cover the individual
directors and officers of the registrant for legal liability and which would pay
on behalf of the registrant for expenses of indemnification of directors and
officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.     EXHIBITS

      SEE the attached Exhibit Index at page 8.


<PAGE>


ITEM 9.     UNDERTAKINGS

      (a)   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;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement; and

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

            PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed with
      or furnished to the Commission by the registrant pursuant to Section 13 or
      15(d) of the Exchange Act that are incorporated by reference in this
      Registration Statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective 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.

      (b) 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 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 this 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.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
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.


<PAGE>


                                   SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Fullerton, State of California, on July 11, 2002.

                                   BECKMAN COULTER, INC.


                                   By:  /S/ JOHN P. WAREHAM
                                        John P. Wareham
                                   Its: Chairman of the Board, President
                                        and Chief Executive Officer


                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints John P.
Wareham, Amin I. Khalifa, and Fidencio M. Mares, or each of them individually,
his or her true and lawful attorneys-in-fact and agents with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them individually, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

      SIGNATURE                     TITLE                         DATE



/S/ JOHN P. WAREHAM       Chairman of the Board, President     July 11, 2002
-------------------       and Chief Executive Officer
John P. Wareham           (Principal Executive Officer)



/S/ AMIN I. KHALIFA       Vice President, Finance and          July 11, 2002
-------------------       Chief Financial Officer
Amin I. Khalifa           (Principal Financial Officer)



/S/ DAVID M. WAMBOLD      Director/Controller                  July 23, 2002
--------------------      (Principal Accounting Officer)
David M. Wambold


<PAGE>


/S/ HUGH K. COBLE           Director                           July 11, 2002
-----------------
Hugh K. Coble


/S/ PETER B. DERVAN         Director                           July 11, 2002
-------------------
Peter B. Dervan , Ph.D.


_______________________     Director
Ronald W. Dollens


/S/ CHARLES A. HAGGERTY     Director                           July 11, 2002
-----------------------
Charles A. Haggerty


/S/ GAVIN S. HERBERT        Director                           July 11, 2002
--------------------
Gavin S. Herbert


/S/ VAN B. HONEYCUTT        Director                           July 11, 2002
--------------------
Van B. Honeycutt


/S/ WILLIAM N. KELLEY       Director                           July 11, 2002
---------------------
William N. Kelley, M.D.


/S/ RISA J. LAVIZZO-MOUREY   Director                          July 11, 2002
--------------------------
Risa J. Lavizzo-Mourey, M.D.


/S/ C. RODERICK O'NEIL       Director                          July 11, 2002
----------------------
C. Roderick O'Neil


/S/ GLENN S. SCHAFER         Director                          July 11, 2002
--------------------
Glenn S. Schafer


/S/ BETTY WOODS              Director                          July 11, 2002
---------------
Betty Woods


<PAGE>


                                  EXHIBIT INDEX


Exhibit
NUMBER            DESCRIPTION

4.1         Beckman Coulter, Inc. Executive Deferred Compensation Plan
            (Amended and Restated Effective as of May 1, 2002).

4.2         Beckman Coulter, Inc. Executive Restoration Plan (Amended and
            Restated Effective as of May 1, 2002).

4.3         Beckman Coulter, Inc. Deferred Directors' Fee Program
            (Amended and Restated Effective as of May 1, 2002).

4.4         Master Trust Agreement for Beckman Coulter, Inc.'s Executive
            Plans.

4.5         Stockholder Protection Rights Agreement between Beckman Coulter,
            Inc. and First Chicago Trust Company of New York, as Rights Agent,
            dated as of February 4, 1999 (incorporated by reference to Exhibit 4
            of Beckman Coulter, Inc.'s Current Report on Form 8-K filed with the
            Securities and Exchange Commission on February 8, 1999, File No.
            995-23266).

5.          Opinion of Company Counsel (opinion re legality).

15.         KPMG LLP Letter Regarding Unaudited Financial Information.

23.1        Consent of KPMG LLP (consent of independent auditors).

23.2        Consent of Company Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement
            under "Signatures").
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{"company-data": {"conformed-name": "BECKMAN COULTER INC", "cik": "0000840467", "assigned-sic": "3826", "irs-number": "951040600", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-97383", "film-number": "02715164"}, "business-address": {"street1": "4300 N HARBOR BLVD", "street2": "PO BOX 3100", "city": "FULLERTON", "state": "CA", "zip": "92834-3100", "phone": "7147736907"}, "mail-address": {"street1": "4300 N HARBOR BLVD", "street2": "PO BOX 3100", "city": "FULLERTON", "state": "CA", "zip": "92834-3100"}, "former-company": {"former-conformed-name": "BECKMAN INSTRUMENTS INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on July 30, 2002
                       Registration No. __________________
===============================================================================

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               -------------------

                              BECKMAN COULTER, INC.
             (Exact Name of Registrant as Specified in Its Charter)
                               -------------------

         Delaware                                          95-1040600
(State or Other Jurisdiction of                         (I.R.S. Employer
Incorporation or Organization)                          Identification No.)

          4300 North Harbor Boulevard, Fullerton, California 92834-3100
          (Address, Including Zip Code, of Principal Executive Offices)
                               -------------------

           BECKMAN COULTER, INC. EXECUTIVE DEFERRED COMPENSATION PLAN
                BECKMAN COULTER, INC. EXECUTIVE RESTORATION PLAN
              BECKMAN COULTER, INC. DEFERRED DIRECTORS' FEE PROGRAM
                            (Full Title of the Plan)
                               -------------------

                              William H. May, Esq.
                  Vice President, General Counsel and Secretary
                              Beckman Coulter, Inc.
          4300 North Harbor Boulevard, Fullerton, California 92834-3100
                                 (714) 871-4848
 (Name, Address and Telephone Number, Including Area Code, of Agent For Service)

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

                         CALCULATION OF REGISTRATION FEE
       ------------------------------------------------------------------------
                                        Proposed     Proposed
       Title Of                         Maximum      Maximum
       Securities      Amount           Offering     Aggregate      Amount Of
       To Be           To Be            Price        Offering       Registration
       Registered      Registered       Per Unit     Price          Fee

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

       Common Stock,   500,000          $39.47(3)    $19,735,000(3) $1,816(3)
       par value       shares(1)(2)
       $0.10
       per share
       ------------------------------------------------------------------------
       (1)This Registration Statement covers, in addition to the number of
          shares of Common Stock stated above, other rights to purchase or
          acquire the shares of Common Stock covered by the Prospectus and,
          pursuant to Rule 416(c) under the Securities Act of 1933, as amended
          (the "Securities Act"), an additional indeterminate number of shares
          and rights which by reason of certain events specified in the Beckman
          Coulter, Inc. Executive Deferred Compensation Plan, in the Beckman
          Coulter, Inc. Executive Restoration Plan, and in the Beckman Coulter,
          Inc. Deferred Directors' Fee Program (together, the "Plans"), may
          become subject to the Plans.
       (2)Each share is accompanied by a preferred stock purchase right
          pursuant to a Stockholder Protection Rights Agreement between Beckman
          Coulter, Inc. and First Chicago Trust Company of New York, as Rights
          Agent, dated as of February 4, 1999.
       (3)Pursuant to Rule 457(h), the maximum offering price, per share and in
          the aggregate, and the registration fee were calculated based upon the
          average of the high and low prices of the Common Stock on July 24,
          2002.

          The Exhibit Index for this Registration Statement is at page 8.
       =========================================================================
PART I

                           INFORMATION REQUIRED IN THE
                            SECTION 10(a) PROSPECTUS

      The document(s) containing the information specified in Part I of Form S-8
(plan information and registrant information) will be sent or given to employees
as specified by Securities Act Rule 428(b)(1). Such documents need not be filed
with the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Securities Act Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8, and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Form S-8 (Part II hereof), taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Securities Act.
PART II

                           INFORMATION REQUIRED IN THE
                             REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following documents of Beckman Coulter, Inc. (the "Company") filed
with the Commission are incorporated herein by reference:

      (a)   The Company's Annual Report on Form 10-K for its fiscal year ended
            December 31, 2001, filed with the Commission on February 22, 2002;

      (b)   The Company's Quarterly Report on Form 10-Q for its quarterly period
            ended March 31, 2002, filed with the Commission on May 10, 2002;

      (c)   The description of the Company's Common Stock contained in the
            Company's Registration Statement on Form 8-A, filed with the
            Commission on or about April 25, 1989, together with an amendment
            thereto filed on July 2, 1992, and any other amendment or report
            filed for the purpose of updating such description; and

      (d)   The description of the Company's Common Share Purchase Rights
            contained in the Company's Registration Statement on Form 8-A filed
            with the Commission on February 9, 1999 (which incorporates such
            description from the Current Report on Form 8-K filed by the Company
            with the Commission on February 8, 1999), 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 Securities and Exchange Act of 1934, as amended
(the "Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in a document,
all or a portion of which is incorporated or deemed to be incorporated by
reference herein, shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or amended, to constitute a part of this Registration Statement.

ITEM 4.     DESCRIPTION OF SECURITIES

      The Company's Common Stock, par value $0.10 per share (the "Common
Stock"), is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

      The validity of the original issuance of the Common Stock registered
hereby is passed on for the Company by William H. May, Vice President, General
Counsel and Secretary of the Company. Mr. May is compensated by the Company as
an employee, is the beneficial owner of shares of the Company's Common Stock, is
the holder of options to acquire shares of the Company's Common Stock, and is
eligible to participate in one or more of the Plans.

ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Section 145 of the General Corporation Law of Delaware (the "DGCL")
empowers the Company to indemnify, subject to the standards set forth therein,
any person who is a party to any action in connection with any action, suit or
proceeding brought or threatened by reason of the fact that the person was a
director, officer, employee or agent of the Company, or is or was serving as
such with respect to another entity at the request of the Company. The DGCL also
provides that the Company may purchase insurance on behalf of any such director,
officer, employee or agent. Section 14 of the Company's Fifth Restated
Certificate of Incorporation provides that the Company will indemnify any person
to whom, and to the fullest extent, indemnification may be required or permitted
under Section 145 of the DGCL.

       Section 102(b)(7) of the DGCL enables a Delaware corporation to provide
in its certificate of incorporation for the elimination or limitation of the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. Any such provision
cannot eliminate or limit a director's liability (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the DGCL (which imposes
liability on directors for unlawful payment of dividends or unlawful stock
purchase or redemption); or (4) for any transaction from which the director
derived an improper personal benefit. Section 13 of the Company's Fifth Restated
Certificate of Incorporation eliminates the liability of a director of the
Company to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director to the fullest extent permitted by the DGCL.

       The Company carries policies of insurance which cover the individual
directors and officers of the registrant for legal liability and which would pay
on behalf of the registrant for expenses of indemnification of directors and
officers.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED

      Not applicable.

ITEM 8.     EXHIBITS

      SEE the attached Exhibit Index at page 8.
ITEM 9.     UNDERTAKINGS

      (a)   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;

                  (ii) To reflect in the prospectus any facts or events arising
                  after the effective date of this Registration Statement (or
                  the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement; and

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

            PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
      apply if the information required to be included in a post-effective
      amendment by those paragraphs is contained in periodic reports filed with
      or furnished to the Commission by the registrant pursuant to Section 13 or
      15(d) of the Exchange Act that are incorporated by reference in this
      Registration Statement.

            (2) That, for the purpose of determining any liability under the
      Securities Act, each such post-effective 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.

      (b) 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 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 this 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.

      (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, executive officers and controlling
persons of the registrant pursuant to the provisions described in Item 6 above,
or otherwise, the registrant has been advised that in the opinion of the
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.
SIGNATURES

      Pursuant to the requirements of the Securities Act, 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 Fullerton, State of California, on July 11, 2002.

                                   BECKMAN COULTER, INC.

                                   By:  /S/ JOHN P. WAREHAM
                                        John P. Wareham
                                   Its: Chairman of the Board, President
                                        and Chief Executive Officer

                                POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints John P.
Wareham, Amin I. Khalifa, and Fidencio M. Mares, or each of them individually,
his or her true and lawful attorneys-in-fact and agents with full powers of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Commission, granting unto said attorneys-in-fact and agents, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or any of them individually, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

      SIGNATURE                     TITLE                         DATE

/S/ JOHN P. WAREHAM       Chairman of the Board, President     July 11, 2002
-------------------       and Chief Executive Officer
John P. Wareham           (Principal Executive Officer)

/S/ AMIN I. KHALIFA       Vice President, Finance and          July 11, 2002
-------------------       Chief Financial Officer
Amin I. Khalifa           (Principal Financial Officer)

/S/ DAVID M. WAMBOLD      Director/Controller                  July 23, 2002
--------------------      (Principal Accounting Officer)
David M. Wambold
/S/ HUGH K. COBLE           Director                           July 11, 2002
-----------------
Hugh K. Coble

/S/ PETER B. DERVAN         Director                           July 11, 2002
-------------------
Peter B. Dervan , Ph.D.

_______________________     Director
Ronald W. Dollens

/S/ CHARLES A. HAGGERTY     Director                           July 11, 2002
-----------------------
Charles A. Haggerty

/S/ GAVIN S. HERBERT        Director                           July 11, 2002
--------------------
Gavin S. Herbert

/S/ VAN B. HONEYCUTT        Director                           July 11, 2002
--------------------
Van B. Honeycutt

/S/ WILLIAM N. KELLEY       Director                           July 11, 2002
---------------------
William N. Kelley, M.D.

/S/ RISA J. LAVIZZO-MOUREY   Director                          July 11, 2002
--------------------------
Risa J. Lavizzo-Mourey, M.D.

/S/ C. RODERICK O'NEIL       Director                          July 11, 2002
----------------------
C. Roderick O'Neil

/S/ GLENN S. SCHAFER         Director                          July 11, 2002
--------------------
Glenn S. Schafer

/S/ BETTY WOODS              Director                          July 11, 2002
---------------
Betty Woods
EXHIBIT INDEX

Exhibit
NUMBER            DESCRIPTION

4.1         Beckman Coulter, Inc. Executive Deferred Compensation Plan
            (Amended and Restated Effective as of May 1, 2002).

4.2         Beckman Coulter, Inc. Executive Restoration Plan (Amended and
            Restated Effective as of May 1, 2002).

4.3         Beckman Coulter, Inc. Deferred Directors' Fee Program
            (Amended and Restated Effective as of May 1, 2002).

4.4         Master Trust Agreement for Beckman Coulter, Inc.'s Executive
            Plans.

4.5         Stockholder Protection Rights Agreement between Beckman Coulter,
            Inc. and First Chicago Trust Company of New York, as Rights Agent,
            dated as of February 4, 1999 (incorporated by reference to Exhibit 4
            of Beckman Coulter, Inc.'s Current Report on Form 8-K filed with the
            Securities and Exchange Commission on February 8, 1999, File No.
            995-23266).

5.          Opinion of Company Counsel (opinion re legality).

15.         KPMG LLP Letter Regarding Unaudited Financial Information.

23.1        Consent of KPMG LLP (consent of independent auditors).

23.2        Consent of Company Counsel (included in Exhibit 5).

24.         Power of Attorney (included in this Registration Statement
            under "Signatures").