As filed with the Securities and Exchange Commission on April 14, 2004
                                          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. 2004
                           Long-Term Performance Plan
                            (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,   6,500,000       $54.98(3)   $357,370,000(3)  $45,279(3)
       par value       shares(1)(2)
       $0.10
       per share
       ------------------------------------------------------------------------
       (1)This Registration Statement covers, in addition to the number of
          shares of Beckman Coulter, Inc., a Delaware corporation (the
          "Company"), common stock, par value $0.10 per share (the "Common
          Stock"), stated above, options and 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,
          options and rights that may be offered or issued pursuant to the
          Beckman Coulter, Inc. 2004 Long-Term Performance Plan (the "Plan")
          as a result of one or more adjustments under the Plan to prevent
          dilution resulting from one or more stock splits, stock dividends
          or similar transactions.
       (2)Each share is accompanied by a preferred stock purchase right
          pursuant to a Stockholder Protection Rights Agreement between the
          Company 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
          April 8, 2004, as reported on the New York Stock Exchange.

          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 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, 2003, filed with the Commission on February 13, 2004
            (Commission File No. 001-10109);

      (b)   The Company's Current Report on Form 8-K filed with the Commission
            on March 19, 2004 (Commission File No. 001-10109);

      (c)   The description of the 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 (Commission File No. 001-10109), 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 its Registration Statement on Form 8-A, filed with
            the Commission on February 9, 1999 (which incorporates such
            description from the Company's Current Report on Form 8-K filed
            with the Commission on February 8, 1999) (Commission File No.
            001-10109), 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 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 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 issuance of the Common Stock registered hereby is
passed on for the Company by William H. May.  Mr. May is the Vice President,
General Counsel and Secretary of the Company, is compensated by the Company as
an employee, owns 25,286 shares of Common Stock and options and other awards
to acquire up to an additional 189,422 shares of Common Stock, and is eligible
to participate in the Plan.

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 Company
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 April 1, 2004.


                                   BECKMAN COULTER, INC.


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



                                 POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints John
P. Wareham. James T. Glover, and Fidencio M. Mares, and each of them, acting
individually and without the other, as his or her true and lawful
attorney-in-fact and agent, with full power 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, exhibits thereto and other documents in connection
therewith) 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, and each of them
individually, 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
either of them individually, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.


<PAGE>


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



      SIGNATURE                         TITLE                         DATE
---------------------         -------------------------------   ---------------

/s/ JOHN P. WAREHAM             Chairman of the Board            April 1, 2004
-------------------             and Chief Executive Officer
John P. Wareham                 (Principal Executive Officer)


/s/ James T. Glover             Vice President, Chief            April 1, 2004
------------------              Financial Officer and
James T. Glover                 Chief Accounting Officer
                                (Principal Financial and
                                Accounting Officer)


/s/ Hugh K. Coble               Director                         April 1, 2004
-----------------
Hugh K. Coble


/s/ Peter B. Dervan, Ph.D       Director                         April 1, 2004
--------------------
Peter B. Dervan, Ph.D.


/s/ Ronald W. Dollens           Director                         April 1, 2004
-------------------
Ronald W. Dollens


/s/ Charles A. Haggerty         Director                         April 1, 2004
----------------------
Charles A. Haggerty


/s/ Van B. Honeycutt            Director                         April 1, 2004
---------------------
Van B. Honeycutt


/s/William N. Kelley, M.D.      Director                         April 1, 2004
----------------------
William N. Kelley, M.D.


/s/Risa J.Lavizzo-Mourey, M.D.  Director                         April 1, 2004
------------------------
Risa J. Lavizzo-Mourey, M.D.


/s/ Betty Woods                 Director                         April 1, 2004
-------------------
Betty Woods


/s/ Glenn S. Schafer            Director                         April 1, 2004
-------------------
Glenn S. Schafer


<PAGE>


                            EXHIBIT INDEX


Exhibit
Number              Description of Exhibit
-------     --------------------------------------------------------------

4           Beckman Coulter, Inc. 2004 Long-Term Performance Plan.  (Filed as
            Appendix B to the Company's Proxy Statement filed with the
            Commission pursuant to Section 14(a) of the Exchange Act on
            February 27, 2004 (Commission File No. 001-10109) and incorporated
            herein by this reference.)

5           Opinion of Company Counsel (opinion re legality).

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

23.2        Consent of Counsel (included in Exhibit 5).

24          Power of Attorney (included in this Registration Statement under
            "Signatures").
[{"type": "S-8", "sequence": "1", "filename": "s8_form.txt", "description": "BECKMAN-COULTER INC - FORM S-8", "secsgml_size_bytes": 19413}]
{"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": "333-114457", "film-number": "04732516"}, "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 April 14, 2004
                                          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. 2004
                           Long-Term Performance Plan
                            (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,   6,500,000       $54.98(3)   $357,370,000(3)  $45,279(3)
       par value       shares(1)(2)
       $0.10
       per share
       ------------------------------------------------------------------------
       (1)This Registration Statement covers, in addition to the number of
          shares of Beckman Coulter, Inc., a Delaware corporation (the
          "Company"), common stock, par value $0.10 per share (the "Common
          Stock"), stated above, options and 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,
          options and rights that may be offered or issued pursuant to the
          Beckman Coulter, Inc. 2004 Long-Term Performance Plan (the "Plan")
          as a result of one or more adjustments under the Plan to prevent
          dilution resulting from one or more stock splits, stock dividends
          or similar transactions.
       (2)Each share is accompanied by a preferred stock purchase right
          pursuant to a Stockholder Protection Rights Agreement between the
          Company 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
          April 8, 2004, as reported on the New York Stock Exchange.

          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 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, 2003, filed with the Commission on February 13, 2004
            (Commission File No. 001-10109);

      (b)   The Company's Current Report on Form 8-K filed with the Commission
            on March 19, 2004 (Commission File No. 001-10109);

      (c)   The description of the 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 (Commission File No. 001-10109), 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 its Registration Statement on Form 8-A, filed with
            the Commission on February 9, 1999 (which incorporates such
            description from the Company's Current Report on Form 8-K filed
            with the Commission on February 8, 1999) (Commission File No.
            001-10109), 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 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 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 issuance of the Common Stock registered hereby is
passed on for the Company by William H. May.  Mr. May is the Vice President,
General Counsel and Secretary of the Company, is compensated by the Company as
an employee, owns 25,286 shares of Common Stock and options and other awards
to acquire up to an additional 189,422 shares of Common Stock, and is eligible
to participate in the Plan.

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 Company
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 April 1, 2004.

                                   BECKMAN COULTER, INC.

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

                                 POWER OF ATTORNEY

      Each person whose signature appears below constitutes and appoints John
P. Wareham. James T. Glover, and Fidencio M. Mares, and each of them, acting
individually and without the other, as his or her true and lawful
attorney-in-fact and agent, with full power 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, exhibits thereto and other documents in connection
therewith) 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, and each of them
individually, 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
either of them individually, or their 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 by the following persons in the capacities and on
the dates indicated.

      SIGNATURE                         TITLE                         DATE
---------------------         -------------------------------   ---------------

/s/ JOHN P. WAREHAM             Chairman of the Board            April 1, 2004
-------------------             and Chief Executive Officer
John P. Wareham                 (Principal Executive Officer)

/s/ James T. Glover             Vice President, Chief            April 1, 2004
------------------              Financial Officer and
James T. Glover                 Chief Accounting Officer
                                (Principal Financial and
                                Accounting Officer)

/s/ Hugh K. Coble               Director                         April 1, 2004
-----------------
Hugh K. Coble

/s/ Peter B. Dervan, Ph.D       Director                         April 1, 2004
--------------------
Peter B. Dervan, Ph.D.

/s/ Ronald W. Dollens           Director                         April 1, 2004
-------------------
Ronald W. Dollens

/s/ Charles A. Haggerty         Director                         April 1, 2004
----------------------
Charles A. Haggerty

/s/ Van B. Honeycutt            Director                         April 1, 2004
---------------------
Van B. Honeycutt

/s/William N. Kelley, M.D.      Director                         April 1, 2004
----------------------
William N. Kelley, M.D.

/s/Risa J.Lavizzo-Mourey, M.D.  Director                         April 1, 2004
------------------------
Risa J. Lavizzo-Mourey, M.D.

/s/ Betty Woods                 Director                         April 1, 2004
-------------------
Betty Woods

/s/ Glenn S. Schafer            Director                         April 1, 2004
-------------------
Glenn S. Schafer
EXHIBIT INDEX

Exhibit
Number              Description of Exhibit
-------     --------------------------------------------------------------

4           Beckman Coulter, Inc. 2004 Long-Term Performance Plan.  (Filed as
            Appendix B to the Company's Proxy Statement filed with the
            Commission pursuant to Section 14(a) of the Exchange Act on
            February 27, 2004 (Commission File No. 001-10109) and incorporated
            herein by this reference.)

5           Opinion of Company Counsel (opinion re legality).

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

23.2        Consent of Counsel (included in Exhibit 5).

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