SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

August 24, 2010
  Marc N. Casper President and Chief Executive Officer Thermo Fisher Scientific, Inc. 81 Wyman Street P.O. Box 9046 Waltham, MA  02454
Re: Thermo Fisher Scientific
Form 10-K for the Fiscal Year Ended December 31, 2009 Filed February 26, 2010 File No. 001-8002
 Dear Mr. Casper:
We have limited our review of filing to those issues we have  addressed in our comments.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.
Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Executive Compensation, page 54

1. We note from your disclosure under "Base Salary" that you have incorporated by
reference from page 14 of your proxy statement that you target base salaries within 10%
of the median of salaries for executives in similar positions at comparable companies.
Similarly, you disclose under “Stock Option and Restricted Stoc k Awards” on page 16
that grants approximate median market cons ensus of your peer group companies.  Given
that you target the elements of your compensation packages, please briefly discuss in your applicable future filings how each element of compensation you provide to the
named executive officers relates to the data you have analyzed from the peer companies

Marc N. Casper
Thermo Fisher Scientific, Inc.
August 24, 2010 Page 2
and include an analysis of where actual payments under ea ch element of compensation
fell within the targeted range.  If any of  your named executive officers are compensated
at levels that are materially different from th e targeted levels of compensation, please also
provide discussion and analysis as to why.
 2. We note from your discussion under "Annual Ca sh Incentive Bonus" on page 14 of the
proxy statement that you have not disclose d the specific “company-wide, non-financial
measures” for Fiscal Year 2009.  Please provide such disclosure in your future filings, as
applicable.  To the extent you believe that di sclosure of such information, on a historical
basis, would result in competitive harm such that the information could be excluded under Instruction 4 to Item 402(b) of Regulati on S-K, please provide us with a detailed
explanation supporting your conclusion.  To th e extent that it is appropriate to omit
specific targets or performa nce objectives, you are require d to provide appropriate
disclosure pursuant to Instru ction 4 to Item 402(b) of Regul ation S-K.  Refer also to
Question 118.04 of the Regulation S-K Compliance and Disclosure Interpretations available on our website at  http://www.sec.gov/divisions /corpfin/guidance/regs-
kinterp.htm .  In discussing how difficult or likely it wi ll be to achieve th e target levels or
other factors, you should provide as much  detail as necessary without disclosing
information that poses a reasonable risk of competitive harm.
 3. While we note your disclosure on page 11 of  the proxy statement regarding compensation
disclosure risks, it does not appear you have provided disclosure in response to
Item 402(s) of Regulation S-K regarding compensation policies and practices that create risks that are reasonably likely  to have a material adverse effect on the company.  Please
tell us the basis for your conclusion that di sclosure is not necessa ry and describe the
process you undertook to reach that conclusion.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e. Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.     In responding to our comments, please pr ovide a written statement from the company
acknowledging that:
• the company is responsible for the adequacy  and accuracy of the disclosure 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

Marc N. Casper
Thermo Fisher Scientific, Inc. August 24, 2010 Page 3
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

Please contact Joseph McCann at (202) 551-6262, or Tim Buchmiller, reviewing
attorney, at (202) 551-3635 if you have questions on the comments.
  Sincerely,     Russell Mancuso
 Branch Chief
  cc: Seth H. Hoogasian, Esq. – Senior Vice President and General Counsel
 (via facsimile)