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):
  
                                    May 24, 1996
  
                      ________________________________________
  
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
  
     Massachusetts                   1-9567                           04-2788806
     (State or other               (Commission                  (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
  
     470 Wildwood Street
     P. O. Box 2999
     Woburn, Massachusetts                                            01888-1799
     (Address of principal executive offices)                         (Zip Code)
  
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  <PAGE>
  
  
  
  
     Item 5.  Other Events
              ------------
  
       On May 24, 1996, Thermedics Inc. (the "Company") issued a press release,
     attached hereto as Exhibit 99, to announce that it has entered into an
     agreement to sell at par $55 million principal amount of its
     noninterest-bearing subordinated debentures due 2003 (the "Debentures").
     The Debentures will be convertible into shares of the Company's common
     stock at an initial conversion price of $32.68.  The Company also granted
     to the managers of the offering an over-allotment option to purchase an
     additional $10 million principal amount of the Debentures, which option has
     been exercised.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              ------------------------------------------------------------
              Information and Exhibits
              ------------------------
  
              (a) Financial Statements of Business Acquired: not applicable.
  
              (b) Pro Forma Combined Condensed Financial Information: not
                  applicable.
  
              (c) Exhibits
  
                  99    Press Release of the Registrant, dated May 24, 1996.
  
  
  
                                 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 29th day of May, 1996.
  
  
  
                                               THERMEDICS INC.
  
  
                                               By: /s/ Jonathan W. Painter
                                                   -----------------------
                                                   Jonathan W. Painter
                                                   Treasurer
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 3140}]
metadata_filer: {"company-data": {"conformed-name": "THERMEDICS INC", "cik": "0000721356", "assigned-sic": "3590", "irs-number": "042788806", "state-of-incorporation": "MA", "fiscal-year-end": "0103"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09567", "film-number": "96573412"}, "business-address": {"street1": "470 WILDWOOD ST", "street2": "P O BOX 2999", "city": "WOBURN", "state": "MA", "zip": "01888-1799", "phone": "6176221000"}}
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):
  
                                    May 24, 1996
  
                      ________________________________________
  
                                   THERMEDICS INC.
               (Exact name of Registrant as specified in its charter)
  
     Massachusetts                   1-9567                           04-2788806
     (State or other               (Commission                  (I.R.S. Employer
     jurisdiction of               File Number)           Identification Number)
     incorporation or
     organization)
  
     470 Wildwood Street
     P. O. Box 2999
     Woburn, Massachusetts                                            01888-1799
     (Address of principal executive offices)                         (Zip Code)
  
                                   (617) 622-1000
                           (Registrant's telephone number
                                including area code)
  PAGE
  Item 5.  Other Events
              ------------
  
       On May 24, 1996, Thermedics Inc. (the "Company") issued a press release,
     attached hereto as Exhibit 99, to announce that it has entered into an
     agreement to sell at par $55 million principal amount of its
     noninterest-bearing subordinated debentures due 2003 (the "Debentures").
     The Debentures will be convertible into shares of the Company's common
     stock at an initial conversion price of $32.68.  The Company also granted
     to the managers of the offering an over-allotment option to purchase an
     additional $10 million principal amount of the Debentures, which option has
     been exercised.
  
     Item 7.  Financial Statements, Pro Forma Combined Condensed Financial
              ------------------------------------------------------------
              Information and Exhibits
              ------------------------
  
              (a) Financial Statements of Business Acquired: not applicable.
  
              (b) Pro Forma Combined Condensed Financial Information: not
                  applicable.
  
              (c) Exhibits
  
                  99    Press Release of the Registrant, dated May 24, 1996.
  
                                 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 29th day of May, 1996.
  
                                               THERMEDICS INC.
  
                                               By: /s/ Jonathan W. Painter
                                                   -----------------------
                                                   Jonathan W. Painter
                                                   Treasurer