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[Thermo Fisher Scientific Inc. letterhead]

September 7, 2010

Via EDGAR

Russell Mancuso

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    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. Mancuso:

     We are in receipt of the letter, dated August 24, 2010, from the Staff of the United States
Securities and Exchange Commission with respect to the above-referenced filing. Thermo Fisher
Scientific Inc.’s (the “Company”) responses to the Staff’s comments are set forth below. Our
responses are numbered to correspond to the numbered comments in the Staff’s letter. For ease of
reference, we have set forth the Staff’s comments and our response for each item below.

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 Stock Awards” on page 16 that grants approximate median market consensus 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 and include an analysis of where actual payments under each element of compensation fell
within the targeted range. If any of your named executive officers are compensated at levels that
are materially different from the targeted levels of compensation, please also provide discussion
and analysis as to why.

     The Company notes the Staff’s comment and agrees to provide the requested information in
future filings.

2. We note from your discussion under “Annual Cash Incentive Bonus” on page 14 of the proxy
statement that you have not disclosed 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 disclosure 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
Regulation S-K, please provide us with a detailed explanation supporting your conclusion. To the
extent that it is appropriate to omit specific targets or performance objectives, you are required
to provide appropriate disclosure pursuant to Instruction 4 to Item 402(b) of Regulation 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 will be to achieve the target levels or other factors, you
should provide as much detail as necessary without disclosing information that poses a reasonable
risk of competitive harm.

     The Company believes that it has disclosed the specific company-wide, non-financial measures
for fiscal year 2009. Please refer to the sixth sentence of the second full paragraph on page 15
of the Company’s proxy statement, which reads, “The remaining 30% was based on company-wide,
non-financial measures, which would be measured at the end of the year for all of 2009, and were as
follows: the achievement of employee and customer allegiance goals, increased new product
introduction, organic revenue growth relative to the Company’s peer group, the completion of
certain information technology investments, and the continuation of building a diverse workforce.”

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 disclosure is not necessary and describe the process you undertook to reach that
conclusion.

     The Company believes that it has provided disclosure in response to Item 402(s) of Regulation
S-K. Please refer to the last sentence of the first paragraph on page 13 of the Company’s proxy
statement, which reads, “The Committee has reviewed our key compensation policies and practices and
concluded that any risks arising from our policies and programs are not reasonably likely to have a
material adverse effect on the Company.”

     The Company’s assessment in February 2010 was based on the following:

    •

    Our principal annual incentive programs contain provisions that limit the maximum
award to no more than two times an individual’s target amount, which generally range
from 1% to 50% of base salary for non-officer employees, and from 45% to 115% for
officers. These programs also require a review of the proposed individual payouts
to non-officer employees for appropriateness and accuracy at the business unit,
operating group, and corporate level prior to payment.

    •

    We do not offer any individual, team or group incentive programs tied to
financing, currency, material or commodity hedging arrangements, or use of leverage.

    •

    We requested from our operating groups a listing of any non-officer employees
receiving, or expected to receive, cash payments totaling in excess of $200,000
based on 2009 performance from sales plans or business unit incentive plans. This
cutoff was selected as appropriate because it was, in our opinion, significantly
below what would be material to the Company, so that the review performed was likely
to capture all potential material earning opportunities. Three individuals were
identified as meeting this criterion. For these individuals, we reviewed plan
documents or other materials to ascertain whether the compensation program created
an opportunity for material financial risk, and did not find any conditions to be
present that created such an opportunity.

Based on the review performed and the mitigating factors outlined above, we concluded that
our compensation programs, policies and practices do not create risks that are reasonably
likely to have a material adverse effect on the Company.

* * *

     The Company acknowledges that (i) the Company is responsible for the adequacy and accuracy of
the disclosure in the filing; (ii) 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
(iii) 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 States.

* * *

     If you have any questions regarding the foregoing responses or otherwise, please do not
hesitate to call me at 781-622-1198. Please direct any further correspondence regarding this
matter to me at fax number 781-622-1283.

    Sincerely,

    /s/ Seth H. Hoogasian

    Seth H. Hoogasian

    Senior Vice President, General Counsel and Secretary