FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * SPERLING SCOTT M   2. Issuer Name and Ticker or Trading Symbol THERMO FISHER SCIENTIFIC INC. [TMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O THOMAS H. LEE PARTNERS, L.P., 100 FEDERAL STREET, 35TH FLOOR 3. Date of Earliest Transaction (Month/Day/Year) 11/09/2006 (Street) BOSTON, MA 02110 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/09/2006   A   33,686 A (1) 33,686 D   Common Stock 11/09/2006   A   4,000 A (2) 37,686 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 43.37

11/09/2006

A

15,600

(3)

11/09/2013

Common Stock

15,600

$ 0

15,600

D

Stock Option (right to buy)

$ 28.68

11/09/2006

A

20,000

11/09/2006

06/28/2014

Common Stock

20,000

(4)

20,000

D

Stock Option (right to Buy)

$ 30.04

11/09/2006

A

20,000

11/09/2006

05/06/2015

Common Stock

20,000

(5)

20,000

D

Stock Option (right to buy)

$ 36.87

11/09/2006

A

20,000

11/09/2006

05/05/2016

Common Stock

20,000

(6)

20,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPERLING SCOTT M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110	X

Signatures

/s/ Scott M. Sperling		11/14/2006
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Received in exchange for 16,843 shares of Fisher Scientific International Inc. ("FSH") common stock in connection with the merger of Thermo Fisher Scientific Inc. (formerly known as Thermo Electron Corporation), Trumpet Merger Corporation and FSH (the "Merger"). On the effective date of the Merger, the closing price of FSH's common stock was $86.58 per share, and the closing price of TMO's common stock was $43.37 per share. Each share of FSH common stock was converted in the Merger into the right to receive 2.0 shares of TMO common stock.
(2)	Received in exchange for 2,000 Resticted Stock Units accrued under Fisher's 2005 Equity and Incentive Plan. The Restricted Stock Units were settled pursuant to the Merger for 2.0 shares of TMO common stock on the effective date of the merger.
(3)	The option vests in three equal annual installments beginning on November 9, 2007.
(4)	Received in the Merger in exchange for a stock option to acquire 10,000 shares of FSH common stock for $57.36 per share.
(5)	Received in the Merger in exchange for a stock option to acquire 10,000 shares of FSH common stock for $60.07 per share.
(6)	Received in the Merger in exchange for a stock option to acquire 10,000 shares of FSH common stock for $73.73 per share.

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