FORM 4

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

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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* Scheu Peter W.	2. Issuer Name and Ticker or Trading Symbol Apogent Technologies Inc. (AOT)		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Group President - Clinical Diagnostics
(Last) (First) (Middle) 30 Penhallow Street	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year 1/28/02
(Street) Portsmouth, NH 03801-3816		5. If Amendment, Date of Original (Month/Day/Year)	7. 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. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	3. Trans- action Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5)			5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4)	6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Trans- action Date (Month/ Day/ Year)	2A. Deemed Execution Date, if any (Month/Day/ Year)	Code	V	Amount	(A) or (D)	Price		6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								635⁽¹⁾	I	401 (k)
Common Stock								884⁽²⁾	D

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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FORM 4 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

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

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

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

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

8. Price of Derivative Security
(Instr. 5)

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

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Stock Options (Right to Buy)

$16.67

01/28/03

72,000

01/28/07⁽³⁾

01/28/13

Common Stock

72,000

Stock Options (Right to Buy)

$12.308

01/22/01⁽⁴⁾

01/22/07

Common Stock

2,563

Stock Options (Right to Buy)

$18.40

02/02/04⁽⁵⁾

02/02/10

Common Stock

7.135

7,135

Stock Options (Right to Buy)

$19.102

01/30/02⁽⁶⁾

01/30/08

Common Stock

4,717

Stock Options (Right to Buy)

$20.305

11/02/02⁽⁷⁾

11/02/08

Common Stock

6,233

Stock Options (Right to Buy)

$21.458

01/27/03⁽⁸⁾

01/27/09

Common Stock

4,617

Stock Options (Right to Buy)

$21.575

01/30/05⁽⁹⁾

01/30/11

Common Stock

7,824

Stock Options (Right to Buy)

$24.125

12/11/04⁽¹⁰⁾

12/11/10

Common Stock

100,000

Stock Options (Right to Buy)

$25.10

01/28/06⁽¹¹⁾

01/28/12

Common Stock

72,000

Explanation of Responses:

(1) Includes any shares of Apogent Technologies Inc. Common Stock acquired under the Apogent 401 (k) Plan in transactions exempt from Section 16 (b) pursuant to Rule 16 (b) 3 (c) since the date of which information was given in the reporitng person's most recent previous report. The information in this report is based on a plan statement dated as of 12/31/02.
(2) Represents shares acquired in 2002 under the Issuer's Employee Stock Purchase Plan.
(3) Granted under Issuer's 2001 Equity Incentive Plan. 25% of option becomes exercisable on the first anniversary of the grant and monthly thereafter in equal installments over the next thirty-six months.
(4) Options vest(ed) in four equal installments on 1/22/98, 1/22/99, 1/22/00 and 1/22/01.
(5) Options vest(ed) in four equal installments on 2/2/01, 2/2/02, 2/2/03 and 2/2/04.
(6) Options vest(ed) in four equal installments on 1/30/99, 1/30/00, 1/30/01 and 1/30/02.
(7) Options vest(ed) in four equal installments on 11/2/99, 11/2/00, 11/2/01 and 11/2/02.
(8) Options vest(ed) in four equal installments on 1/27/00, 1/27/01, 1/27/02 and 1/27/03.
(9) Options vest(ed) in four equal installments on 1/30/02, 1/30/03, 1/30/04 and 1/30/05.
(10) Options vest(ed) in four equal installments on 12/11/01, 12/11/02, 12/11/03 and 12/11/04.
(11) Granted under Issuer's 2001 Equity Incentive Plan. 25% of option becomes exercisable on the first anniversary of the grant and monthly thereafter in equal installments over the next thirty-six months.

By: /s/ Peter W. Scheu
by Gary J. Marmontello, Attorney-in-Fact
**Signature of Reporting Person

1/30/03
Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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SCHEU PETER W 4