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 2, 1997
  
                      ________________________________________
  
  
                                   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 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
          On May 2, 1997, the Thermo Cardiosystems Inc. subsidiary ("Thermo
     Cardiosystems") of Thermedics Inc. (the "Company") acquired International
     Technidyne Corporation ("ITC"), a wholly owned subsidiary of Thermo
     Electron Corporation ("Thermo Electron"), in exchange for the right to
     receive 3,355,705 shares of Thermo Cardiosystems' common stock.  ITC is a
     manufacturer of near-patient, whole-blood coagulation-testing equipment and
     related disposables, as well as single-use, premium-priced, skin-incision
     devices. In 1996, ITC had revenues of $34,000,000, with net income of
     $4,700,000.
  
          The acquisition was made pursuant to an Agreement and Plan of
     Reorganization dated as of May 2, 1997 (the "Agreement"), among Thermo
     Cardiosystems, ITC Acquisition Inc., a wholly owned subsidiary of Thermo
     Cardiosystems ("Acquisition"), Thermo Electron, ITC Holdings Inc., a wholly
     owned subsidiary of Thermo Electron that owned ITC ("Holdings"), and ITC.
     Under the terms of the Merger Agreement, (i) Acquisition merged with and
     into ITC, (ii) outstanding shares of ITC's common stock were canceled and
     converted into the right to receive 3,355,705 shares of Thermo
     Cardiosystems common stock, (iii) each outstanding share of Acquisition's
     common stock was canceled and converted into one share of the common stock
     of ITC, and (iv) ITC became a wholly owned subsidiary of Thermo
     Cardiosystems.
  
          The shares of Thermo Cardiosystems' common stock to be issued in
     connection with the acquisition will be so issued as soon as such shares
     are listed for trading upon the American Stock Exchange, Inc.  The exchange
     requires that the listing be approved by the holders of a majority of
     Thermo Cardiosystems' outstanding shares present and voting at a
     shareholders' meeting.  The meeting is expected to be held before the end
     of fiscal 1997.  Thermo Electron and the Company have each agreed to vote
     all of the shares of Thermo Cardiosystems' common stock held by them as of
     the record date of the meeting in favor of the listing of Thermo
     Cardiosystems shares and all matters related thereto.  Before giving effect
     to the issuance of the shares to be issued pursuant to the Agreement,
     Thermo Electron and the Company owned an aggregate of 54.2% of the
     outstanding common stock of Thermo Cardiosystems.  Giving effect to the
     issuance of such shares, Thermo Electron and the Company own an aggregate
     of 58.1% of such outstanding common stock. 
      
          The consideration to be paid for ITC was based on Thermo
     Cardiosystems' determination of the fair market value of ITC's business.
     Based on the average of the closing prices of Thermo Cardiosystems' common
     stock as reported on the American Stock Exchange for the five trading days
     ending on March 27, 1997, the shares to be issued to Thermo Electron had a
     value of $75,000,000 prior to the execution of the Agreement.  
  
          Thermo Cardiosystems has no present intention to use ITC's assets for
     purposes materially different from the purposes for which such assets were
     used prior to the acquisition.  However, Thermo Cardiosystems will review
     ITC's business and assets, corporate structure, capitalization, operations,
     properties, policies, management and personnel and, upon completion of this
     review, may develop alternative plans or proposals, including mergers,
     transfers of a material amount of assets or other transactions or changes
     relating to such business.
  PAGE
  <PAGE>
  
  
  
  
  
     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.     Agreement and Plan of Reorganization dated as of May 2,
                         1997, by and among Thermo Cardiosystems Inc., ITC
                         Acquisition Inc., Thermo Electron Corporation, ITC
                         Holdings Inc. and International Technidyne Corporation
                         (incorporated by reference from Exhibit 2.1 to Thermo
                         Cardiosystems Inc.'s Quarterly Report on Form 10-Q for
                         the Quarter ended March 29, 1997 (File No. 1-10114)).
  
  
  
  
                                 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 15th day of May, 1997.
  
  
  
                                               THERMEDICS INC.
  
  
                                               By: /s/ Jonathan W. Painter
                                                   -----------------------
                                                   Jonathan W. Painter
                                                   Treasurer
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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):
  
                                     May 2, 1997
  
                      ________________________________________
  
                                   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 2.  Acquisition or Disposition of Assets
              ------------------------------------
  
          On May 2, 1997, the Thermo Cardiosystems Inc. subsidiary ("Thermo
     Cardiosystems") of Thermedics Inc. (the "Company") acquired International
     Technidyne Corporation ("ITC"), a wholly owned subsidiary of Thermo
     Electron Corporation ("Thermo Electron"), in exchange for the right to
     receive 3,355,705 shares of Thermo Cardiosystems' common stock.  ITC is a
     manufacturer of near-patient, whole-blood coagulation-testing equipment and
     related disposables, as well as single-use, premium-priced, skin-incision
     devices. In 1996, ITC had revenues of $34,000,000, with net income of
     $4,700,000.
  
          The acquisition was made pursuant to an Agreement and Plan of
     Reorganization dated as of May 2, 1997 (the "Agreement"), among Thermo
     Cardiosystems, ITC Acquisition Inc., a wholly owned subsidiary of Thermo
     Cardiosystems ("Acquisition"), Thermo Electron, ITC Holdings Inc., a wholly
     owned subsidiary of Thermo Electron that owned ITC ("Holdings"), and ITC.
     Under the terms of the Merger Agreement, (i) Acquisition merged with and
     into ITC, (ii) outstanding shares of ITC's common stock were canceled and
     converted into the right to receive 3,355,705 shares of Thermo
     Cardiosystems common stock, (iii) each outstanding share of Acquisition's
     common stock was canceled and converted into one share of the common stock
     of ITC, and (iv) ITC became a wholly owned subsidiary of Thermo
     Cardiosystems.
  
          The shares of Thermo Cardiosystems' common stock to be issued in
     connection with the acquisition will be so issued as soon as such shares
     are listed for trading upon the American Stock Exchange, Inc.  The exchange
     requires that the listing be approved by the holders of a majority of
     Thermo Cardiosystems' outstanding shares present and voting at a
     shareholders' meeting.  The meeting is expected to be held before the end
     of fiscal 1997.  Thermo Electron and the Company have each agreed to vote
     all of the shares of Thermo Cardiosystems' common stock held by them as of
     the record date of the meeting in favor of the listing of Thermo
     Cardiosystems shares and all matters related thereto.  Before giving effect
     to the issuance of the shares to be issued pursuant to the Agreement,
     Thermo Electron and the Company owned an aggregate of 54.2% of the
     outstanding common stock of Thermo Cardiosystems.  Giving effect to the
     issuance of such shares, Thermo Electron and the Company own an aggregate
     of 58.1% of such outstanding common stock. 
      
          The consideration to be paid for ITC was based on Thermo
     Cardiosystems' determination of the fair market value of ITC's business.
     Based on the average of the closing prices of Thermo Cardiosystems' common
     stock as reported on the American Stock Exchange for the five trading days
     ending on March 27, 1997, the shares to be issued to Thermo Electron had a
     value of $75,000,000 prior to the execution of the Agreement.  
  
          Thermo Cardiosystems has no present intention to use ITC's assets for
     purposes materially different from the purposes for which such assets were
     used prior to the acquisition.  However, Thermo Cardiosystems will review
     ITC's business and assets, corporate structure, capitalization, operations,
     properties, policies, management and personnel and, upon completion of this
     review, may develop alternative plans or proposals, including mergers,
     transfers of a material amount of assets or other transactions or changes
     relating to such business.
  PAGE
  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.     Agreement and Plan of Reorganization dated as of May 2,
                         1997, by and among Thermo Cardiosystems Inc., ITC
                         Acquisition Inc., Thermo Electron Corporation, ITC
                         Holdings Inc. and International Technidyne Corporation
                         (incorporated by reference from Exhibit 2.1 to Thermo
                         Cardiosystems Inc.'s Quarterly Report on Form 10-Q for
                         the Quarter ended March 29, 1997 (File No. 1-10114)).
  
                                 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 15th day of May, 1997.
  
                                               THERMEDICS INC.
  
                                               By: /s/ Jonathan W. Painter
                                                   -----------------------
                                                   Jonathan W. Painter
                                                   Treasurer