content: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                     ___________________________________________
  
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
  
  
                                   Date of Report
                         (Date of earliest event reported):
  
                                    July 30, 1997
  
                      ________________________________________
  
  
                              THERMO OPTEK CORPORATION
               (Exact name of Registrant as specified in its charter)
  
  
     Delaware                        1-11757                    04-3283973
     (State or other               (Commission               (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
  
     8E Forge Parkway
     Franklin, Massachusetts                                               02038
     (Address of principal executive offices)                         (Zip Code)
  
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  <PAGE>
  
  
  
  
     Item 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
         On July 30, 1997, Thermo Optek Corporation (the "Company") entered into
     an agreement to acquire Spectronic Instruments Inc. ("Spectronic") and VG
     Systems Limited ("VG Systems") from Thermo Instrument Systems Inc. ("Thermo
     Instrument"), the Company's majority owner.  
  
         Spectronic, a supplier of UV/VIS spectrophotometers and accessories,
     fluorescence instruments, and precision-ruled and holographic gratings for
     industrial and educational markets, is a subsidiary of the Life Sciences
     International PLC subsidiary ("Life Sciences") of Thermo Instrument.  In
     March 1997, Thermo Instrument acquired approximately 95% of the outstanding
     shares of Life Sciences, a London Stock Exchange-listed company.
     Subsequently, Thermo Instrument acquired the remaining shares of Life
     Sciences' capital stock.  VG Systems, a manufacturer of instrumentation and
     equipment for material and surface science analysis, was acquired by Thermo
     Instrument in March 1996, as part of the acquisition of a substantial
     portion of the businesses comprising the Scientific Instruments Division of
     Fisons plc ("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer,
     Inc.    
      
          The purchase price for Spectronic is approximately $43.0 million, and
     represents the sum of the net tangible book value of Spectronic at June 28,
     1997 plus a percentage of Thermo Instrument's total goodwill associated
     with its acquisition of Life Sciences, based on the 1996 revenues of
     Spectronic relative to Life Sciences' 1996 consolidated revenues.  The
     purchase price for Spectronic is subject to a post-closing adjustment based
     on final determination of the net tangible book value of Spectronic and a
     final calculation of Thermo Instrument's total goodwill associated with the
     acquisition of Life Sciences.
  
          The purchase price for VG Systems is approximately $45.5 million, and
     was based on the net tangible book value of VG Systems at June 28, 1997
     plus a pro rata allocation of Thermo Instrument's total cost in excess of
     net assets of acquired companies recorded in connection with the
     acquisition of the Fisons businesses.  The purchase price for VG Systems is
     subject to a post-closing adjustment based on the difference between the
     value of the net tangible assets of the Fisons businesses as shown on the
     closing balance sheet dated as of March 29, 1996 and a target net tangible
     asset value provided for in the acquisition agreement between Thermo
     Instrument and Fisons.
  
          The acquisitions are being made pursuant to a Share Purchase Agreement
     dated as of July 30, 1997, between the Company and Thermo Instrument.  The
     aggregate purchase price for Spectronic and VG Systems consists of (i)
     $66.3 million in cash, (ii) 1,000 shares of common stock of the Company and
     (iii) and the assumption of $19.6 million of debt payable to Thermo
     Instrument.
  
          Because the Company, Spectronic and VG Systems were deemed for
     accounting purposes to be under control of their common majority owner,
     Thermo Instrument, the transactions have been accounted for in a manner
     similar to a pooling of interests.  Accordingly, the Company's financial
     statements include the results of Spectronic from March 12, 1997, the date
     Spectronic was acquired by Thermo Instrument, and include the results of VG
     Systems from March 29, 1996, the date VG Systems was acquired by Thermo
     Instrument.
       
  
                                          1
  PAGE
  <PAGE>
  
  
  
  
         In connection with the acquisition of the Spectronic and VG Systems,
     the Company is in the process of restructuring the acquired businesses.
     This restructuring is expected to include reductions in staffing levels,
     abandonment of excess facilities, and possible other costs associated with
     exiting certain activities of the acquired businesses.  Except as set forth
     above, the Company has no present intention to use the assets of Spectronic
     and VG Systems for purposes materially different from the purposes for
     which such assets were used prior to the acquisition.  However, the Company
     will continue to review such businesses' assets, corporate structures,
     capitalizations, operations, properties, policies, managements and
     personnel and, upon completion of this review, may develop additional or
     alternative plans or proposals, including mergers, transfers of a material
     amount of assets or other additional transactions or changes relating to
     such businesses.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              -------------------------------------------------------------
              Information and Exhibits
              ------------------------
  
              (a) Financial Statements of Business Acquired: Information
                  meeting the requirements of this Item 7(a) will be filed by
                  amendment within the time period permitted by Item 7(a)(4) of
                  Form 8-K.
  
              (b) Pro Forma Combined Condensed Financial Information:
                  Information meeting the requirements of this Item 7(b) will
                  be filed by amendment within the time period permitted by
                  Item 7(a)(4) of Form 8-K.
  
              (c) Exhibits
  
                  2.    Share Purchase Agreement dated as of July 30, 1997,
                         between Thermo Optek Corporation and Thermo Instrument
                         Systems Inc. (incorporated by reference herein from
                         Exhibit 2 to the Company's Quarterly Report on Form
                         10-Q for the Quarter ended June 28, 1997).
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
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  PAGE
  <PAGE>
  
  
  
  
                                 SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Registrant has duly caused this report to be signed on its behalf by
     the undersigned thereunto duly authorized, on this 13th day of August,
     1997.
  
  
  
                                               THERMO OPTEK CORPORATION 
  
  
                                               By: /s/ Melissa F. Riordan
                                                   ---------------------------
                                                   Melissa F. Riordan
                                                   Treasurer
  
  
     AA972240014
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                          3
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text: SECURITIES AND EXCHANGE COMMISSION
  
                               Washington, D.C.  20549
  
                     ___________________________________________
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
                         Pursuant to Section 13 or 15(d) of
                         the Securities Exchange Act of 1934
  
                                   Date of Report
                         (Date of earliest event reported):
  
                                    July 30, 1997
  
                      ________________________________________
  
                              THERMO OPTEK CORPORATION
               (Exact name of Registrant as specified in its charter)
  
     Delaware                        1-11757                    04-3283973
     (State or other               (Commission               (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
     8E Forge Parkway
     Franklin, Massachusetts                                               02038
     (Address of principal executive offices)                         (Zip Code)
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  Item 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
         On July 30, 1997, Thermo Optek Corporation (the "Company") entered into
     an agreement to acquire Spectronic Instruments Inc. ("Spectronic") and VG
     Systems Limited ("VG Systems") from Thermo Instrument Systems Inc. ("Thermo
     Instrument"), the Company's majority owner.  
  
         Spectronic, a supplier of UV/VIS spectrophotometers and accessories,
     fluorescence instruments, and precision-ruled and holographic gratings for
     industrial and educational markets, is a subsidiary of the Life Sciences
     International PLC subsidiary ("Life Sciences") of Thermo Instrument.  In
     March 1997, Thermo Instrument acquired approximately 95% of the outstanding
     shares of Life Sciences, a London Stock Exchange-listed company.
     Subsequently, Thermo Instrument acquired the remaining shares of Life
     Sciences' capital stock.  VG Systems, a manufacturer of instrumentation and
     equipment for material and surface science analysis, was acquired by Thermo
     Instrument in March 1996, as part of the acquisition of a substantial
     portion of the businesses comprising the Scientific Instruments Division of
     Fisons plc ("Fisons"), a wholly owned subsidiary of Rhone-Poulenc Rorer,
     Inc.    
      
          The purchase price for Spectronic is approximately $43.0 million, and
     represents the sum of the net tangible book value of Spectronic at June 28,
     1997 plus a percentage of Thermo Instrument's total goodwill associated
     with its acquisition of Life Sciences, based on the 1996 revenues of
     Spectronic relative to Life Sciences' 1996 consolidated revenues.  The
     purchase price for Spectronic is subject to a post-closing adjustment based
     on final determination of the net tangible book value of Spectronic and a
     final calculation of Thermo Instrument's total goodwill associated with the
     acquisition of Life Sciences.
  
          The purchase price for VG Systems is approximately $45.5 million, and
     was based on the net tangible book value of VG Systems at June 28, 1997
     plus a pro rata allocation of Thermo Instrument's total cost in excess of
     net assets of acquired companies recorded in connection with the
     acquisition of the Fisons businesses.  The purchase price for VG Systems is
     subject to a post-closing adjustment based on the difference between the
     value of the net tangible assets of the Fisons businesses as shown on the
     closing balance sheet dated as of March 29, 1996 and a target net tangible
     asset value provided for in the acquisition agreement between Thermo
     Instrument and Fisons.
  
          The acquisitions are being made pursuant to a Share Purchase Agreement
     dated as of July 30, 1997, between the Company and Thermo Instrument.  The
     aggregate purchase price for Spectronic and VG Systems consists of (i)
     $66.3 million in cash, (ii) 1,000 shares of common stock of the Company and
     (iii) and the assumption of $19.6 million of debt payable to Thermo
     Instrument.
  
          Because the Company, Spectronic and VG Systems were deemed for
     accounting purposes to be under control of their common majority owner,
     Thermo Instrument, the transactions have been accounted for in a manner
     similar to a pooling of interests.  Accordingly, the Company's financial
     statements include the results of Spectronic from March 12, 1997, the date
     Spectronic was acquired by Thermo Instrument, and include the results of VG
     Systems from March 29, 1996, the date VG Systems was acquired by Thermo
     Instrument.
       
  
                                          1
  PAGE
  In connection with the acquisition of the Spectronic and VG Systems,
     the Company is in the process of restructuring the acquired businesses.
     This restructuring is expected to include reductions in staffing levels,
     abandonment of excess facilities, and possible other costs associated with
     exiting certain activities of the acquired businesses.  Except as set forth
     above, the Company has no present intention to use the assets of Spectronic
     and VG Systems for purposes materially different from the purposes for
     which such assets were used prior to the acquisition.  However, the Company
     will continue to review such businesses' assets, corporate structures,
     capitalizations, operations, properties, policies, managements and
     personnel and, upon completion of this review, may develop additional or
     alternative plans or proposals, including mergers, transfers of a material
     amount of assets or other additional transactions or changes relating to
     such businesses.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              -------------------------------------------------------------
              Information and Exhibits
              ------------------------
  
              (a) Financial Statements of Business Acquired: Information
                  meeting the requirements of this Item 7(a) will be filed by
                  amendment within the time period permitted by Item 7(a)(4) of
                  Form 8-K.
  
              (b) Pro Forma Combined Condensed Financial Information:
                  Information meeting the requirements of this Item 7(b) will
                  be filed by amendment within the time period permitted by
                  Item 7(a)(4) of Form 8-K.
  
              (c) Exhibits
  
                  2.    Share Purchase Agreement dated as of July 30, 1997,
                         between Thermo Optek Corporation and Thermo Instrument
                         Systems Inc. (incorporated by reference herein from
                         Exhibit 2 to the Company's Quarterly Report on Form
                         10-Q for the Quarter ended June 28, 1997).
  
                                          2
  PAGE
  SIGNATURES
  
          Pursuant to the requirements of the Securities Exchange Act of 1934,
     the Registrant has duly caused this report to be signed on its behalf by
     the undersigned thereunto duly authorized, on this 13th day of August,
     1997.
  
                                               THERMO OPTEK CORPORATION 
  
                                               By: /s/ Melissa F. Riordan
                                                   ---------------------------
                                                   Melissa F. Riordan
                                                   Treasurer
  
     AA972240014
  
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