SecProbe.io

June 4 , 2014

Via E -Mail
Mr. Peter M. Wilver
Senior Vice President and Chief Financial Officer
Thermo Fisher Scientific Inc.
81 Wyman Street
Waltham, MA   02451

 Re: Thermo Fisher Scientific Inc.
  Form 10 -K for the year ended December 31, 2013
Filed February 27, 2014
Form 10 -Q for the quarterly period ended March 29, 2014
Filed May 2, 2014
Amendment No. 1 to Form 8 -K dated February 3, 2014
Filed April 16, 2014
File No. 1 -08002

Dear Mr. Wilver:

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by providing the req uested
information or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to  these comments, we may
have additional comments.

Form 10 -Q for the Quarterly Period Ended March 29, 2014

Item 1.  Financial Statements

Note 2.  Acquisitions and Dispositions, page 12

1. In future filings please disclose , consistent with FASB ASC 805 -10-50-2(h)(1),  the
amounts of revenue and earnings of Life Technologies Corporation since the acquisition
date included in the consolidated income statement for the reporting period.

2. We note your general statement in the second paragraph of this note that acquisitions
completed within the past year are subject to adjustment upon finalization of the

Mr. Peter M. Wilver
Thermo Fisher Scientific Inc.
June 4, 2014
Page 2

 valuation process.  In future filings  please disclose, as required by FASB ASC 805 -10-
50-6, for each material business combination or in the aggregate for individu ally
immaterial business combinations that are material collectively the reasons why the
initial accounting is incomplete, the assets, liabilities, equity interests, or items of
consideration for which the initial accounting is incomplete, and the nature a nd amount of
any measurement period adjustments recognized during the reporting period.

Amendment No. 1 to Form 8 -K dated February 3, 2014

Exhibit 99.3

Note 3. Pro Forma Adjustments, page 6

3. With respect to adjustment (H) to your deferred income tax liability, please tell us the
nature of the adjustment for $2.9 billion.

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 the information the Securities Exchange A ct of
1934 and all applicable Exchange Act rules require.  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 provide 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 comme nts 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 federal securities laws of the United S tates.

You may contact David Burton, Staff Accountant at  (202) 551 -3626 or Kate Tillan,
Assistant Chief Accountant at (202) 551 -3604 if you have questions regarding these comments.
In this regard, do not hesitate to contact me at (202) 551 -3671.

        Sincerely,

        /s/ Kate Tillan for

        Martin James
          Senior Assistant Chief Accountant