SecProbe.io

Mail Stop 6010
   May 20, 2008

Seth H. Hoogasian Senior Vice President, Gene ral Counsel and Secretary
Thermo Fisher Scientific, Inc. 81 Wyman Street P.O. Box 9046 Waltham, MA  02454
Re: Thermo Fisher Scientific, Inc.  Annual Report on Form 10-K for th e fiscal year ended December 31, 2007
 File No. 001-08002
 Dear Mr. Hoogasian:
We have limited our review of your filing to  those issues we have addressed in our
comment.  Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comment or any other aspect  of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Item 11.  Executive Compensation, page 54

1. We refer to the disclosure under the cap tion "Annual Cash Incen tive Bonus" beginning
on page 12 of the proxy statement that you ha ve incorporated by reference into your
Form 10-K.  It appears that the amounts paid to your named executive officers as annual
cash incentive bonuses under your 2003 Annual In centive Award Plan should have been
disclosed under the caption "N on-Equity Incentive Plan Compensation" in your Summary
Compensation Table pursuant to Item 402(c)(2)( vii) of Regulation S-K rather than under
the caption "Bonus" (refer also to Item 402(a)(6)( iii)), and that the threshold, target and
maximum amounts related to those awards shoul d have been disclosed in your "Grants of
Plan Based Awards For 2007" table pursuant to  Item 402(d)(2)(iii) of Regulation S-K.
Please provide such disclosure in your future filings, to th e extent then applicable, or
provide us with your analysis as to why such information should not have been included
in the referenced tables in accordance with the referenced Item requirements.

Seth H. Hoogasian
Thermo Fisher Scientific, Inc. May 20, 2008 Page 2
Please respond to our comment within 10 business days or tell us when you will provide
us with a response.  Please understand that we may have additional comments after reviewing your response to our comment.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.   In connection with responding to our comme nt, please provide, in writing, a statement
from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 • the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Please contact Joe McCann at (202) 551- 6262 or me at (202) 551-3635 with any
questions.
  Sincerely,     Tim Buchmiller
 Senior Attorney