As filed with the Securities and Exchange Commission on April 4,1997
                                                Registration No. 333-
    ---------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                       

                                     FORM S-8
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                                       

                            THERMOSPECTRA CORPORATION
              (Exact name of registrant as specified in its charter)

                          -----------------------------

                  Delaware                            04-3242970
               (State or other                     (I.R.S. Employer
              jurisdiction of                   Identification Number)
              incorporation or
               organization)

                81 Wyman Street, Waltham, Massachusetts 02254-9046
                                  (617) 622-1000
          (Address, including zip code, and telephone number, including 
             area code, of registrant's principal executive offices) 

              THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN

              THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS CORPORATION
                            1988 INCENTIVE STOCK PLAN

                               (Full Title of Plan)

                          -----------------------------

                           SANDRA L. LAMBERT, SECRETARY
                            THERMOSPECTRA CORPORATION
                         C/O THERMO ELECTRON CORPORATION
                                 81 Wyman Street
                               Post Office Box 9046
                        Waltham, Massachusetts 02254-9046
                                  (617) 622-1000
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                          -----------------------------
                                     Copy to:
                            SETH H. HOOGASIAN, ESQUIRE
                                 GENERAL COUNSEL
                            THERMOSPECTRA CORPORATION
                         C/O THERMO ELECTRON CORPORATION
                                 81 Wyman Street
                               Post Office Box 9046
                        Waltham, Massachusetts 02254-9046
                                  (617) 622-1000

                          -----------------------------
PAGE
<PAGE>




                         CALCULATION OF REGISTRATION FEE

   Title of each class               Proposed       Proposed     Amount of
   of securities to be  Amount to    maximum        maximum     registration
        registered         be        offering      aggregate        fee
                       registered   price per    offering price
                           (1)      share (2)         (2)
   Common Stock, $.01
   par value per share   234,000     $12.9375      $3,027,375     $917.39
                          shs.

        In addition, pursuant to Rule 416 under the Securities Act of 1933,
   this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein and an indeterminate number of shares of the Registrant's
   Common Stock as may be issuable in connection with adjustments under such
   plans to reflect certain changes in the Registrant's capital structure,
   including stock dividends or stock split-ups.

    (1) The shares registered hereunder are divided among the various plans as
   set forth in the following table:

        Name of Plan                                           No. of Shares
        ------------                                           -------------

        THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN    50,000

        THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS 
          CORPORATION 1988 INCENTIVE STOCK PLAN                   184,000


    (2) Estimated solely for the purpose of calculating the amount of
   registration fee.  The calculation of the proposed maximum aggregate
   offering price has been based upon (1) the registration hereunder of an
   aggregate of 234,000 shares and (2) the average of the high and low sales
   prices, $13.125 and $12.75, respectively, of the Registrant's Common Stock
   on the American Stock Exchange on April 3, 1997 as reported in The Wall
                                                                  --------
   Street Journal.
   --------------

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference.
             ---------------------------------------

        The following ThermoSpectra Corporation (the "Company") documents
   previously filed with the Securities and Exchange Commission (the
   "Commission") are incorporated in this Registration Statement by reference:

        (1)  The Company's Annual Report on Form 10-K, for the year ended
   December 28, 1996.

        (2)  The description of the Company's capital stock contained in the
   Company's Registration Statement on Form 8-A filed with the Commission
   pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
   amended (the "Exchange Act"), including any amendment or report filed for
   the purpose of updating such description.


                                        2
PAGE
<PAGE>




        All reports or proxy statements filed by the Company pursuant to
   Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent to the
   date of this Registration Statement and prior to the filing of a
   post-effective amendment that indicates that all securities offered herein
   have been sold, or that deregisters all such securities then remaining
   unsold, shall be deemed to be incorporated by reference in this
   Registration Statement and to be a part hereof from the respective dates of
   filing such documents.

    Item 4.  Description of Securities.
             -------------------------

        Not Applicable.

    Item 5.  Interests of Named Experts and Counsel.
             --------------------------------------

        The validity of the Common Stock offered hereby has been passed upon
   by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
   is also the General Counsel of Thermo Instrument Systems Inc., the majority
   stockholder of the Company and Thermo Electron Corporation, the majority
   stockholder of Thermo Instrument Systems Inc.  Mr. Hoogasian is a full-time
   employee of Thermo Electron Corporation and owns or has the right to
   acquire 6,000 shares of Common Stock, 16,738 shares of common stock of
   Thermo Instrument Systems Inc. and 115,928 shares of common stock of Thermo
   Electron Corporation.

    Item 6.  Indemnification of Directors and Officers.
             -----------------------------------------

        The Delaware General Corporation Law and the Company's Certificate of
   Incorporation and By-Laws limit the monetary liability of directors to the
   Company and to its shareholders and provide for indemnification of the
   Company's officers and directors for liabilities and expenses that they may
   incur in such capacities.  In general, officers and directors are
   indemnified with respect to actions taken in good faith in a manner
   reasonably believed to be in, or not opposed to the best interests of the
   Company and, with respect to any criminal action or proceeding, actions
   that the indemnitee had not reasonable cause to believe were unlawful.  The
   Company also has indemnification agreements with its directors and officers
   that provide for the maximum indemnification allowed by law.  Reference is
   made to the Company's Certificate of Incorporation, By-Laws and form of
   Indemnification Agreement for Officers and Directors included as Exhibits
   3.1, 3.2 and 10.22, respectively, to the Company's Registration Statement
   on Form S-1 (Registration No. 333-93778), each of which is hereby
   incorporated by reference.

        Thermo Electron has an insurance policy which insures the directors
   and officers of Thermo Electron and its subsidiaries, including the
   Company, against certain liabilities which might be incurred in connection
   with the performance of their duties.

   Item 7.  Exemption from Registration Claimed.
            -----------------------------------

        Not Applicable.

    Item 8.  Exhibits.
             --------

        See the Exhibit Index immediately preceding the Exhibits to this
   Registration Statement.
                                        3
PAGE
<PAGE>





    Item 9.  Undertakings.
             ------------

        (a)  The undersigned Registrant hereby undertakes:

           (1)    To file, during any period in which offers or sales are
             being made, a post-effective amendment to this registration
             statement:

               (i)          To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;

               (ii)         To reflect in the prospectus any facts or events
                   arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set
                   forth in the registration statement.  Notwithstanding the
                   foregoing, any increase or decrease in volume of
                   securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high and of
                   the estimated maximum offering range may be reflected in
                   the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume
                   and price represent no more than 20 percent change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

               (iii)        To include any material information with respect
                   to the plan of distribution not previously disclosed in
                   the registration statement or any material change to such
                   information in the registration statement.

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
             not apply if the registration statement is on Form S-3 or Form
             S-8, and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section 13
             or Section 15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in the registration statement.

          (2)     That, for the purpose of determining any liability under the
             Securities Act of 1933, each such post-effective amendment shall
             be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities
             at that time shall be deemed to be the initial bona fide offering
             thereof.

          (3)     To remove from registration by means of a post-effective
             amendment any of the securities being registered which remain
             unsold at the termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each filing
   of the registrant's annual report pursuant to section 13(a) or section
                                        4
PAGE
<PAGE>




   15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
   filing of an employee benefit plan's annual report pursuant to section
   15(d) of the Securities Exchange Act of 1934) that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing provisions,
   or otherwise, the Registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by a director,
   officer or controlling person of the Registrant in the successful defense
   of any action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed by the final
   adjudication of such issue.

































                                        5
PAGE
<PAGE>




                                    SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of
   the requirements for filing on Form S-8 and has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Waltham, Massachusetts, on this
   3rd day of April 1997.

                                      THERMOSPECTRA CORPORATION


                                      By: /s/ Theo Melas-Kyriazi
                                          --------------------------
                                           Theo Melas-Kyriazi
                                           Chief Executive Officer,
                                           President and Director


                         POWER OF ATTORNEY AND SIGNATURES

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
   appears below constitutes and appoints John N. Hatsopoulos, Paul F.
   Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
   each of them, as his true and lawful attorneys-in-fact and agents for the
   undersigned, with full power of substitution, for and in the name, place
   and stead of the undersigned, to sign and file with the Securities and
   Exchange Commission under the Securities Act of 1933 any and all amendments
   and exhibits to this Registration Statement and any and all applications
   and other documents to be filed with the Securities and Exchange Commission
   pertaining to the registration of the securities covered hereby, with full
   power and authority to do and perform any and all acts and things
   whatsoever requisite and necessary or desirable.

        Pursuant to the requirements of the Securities Act, this  Registration
   Statement has been signed by the following persons in the capacities and on
   the dates indicated.

                 Signature                   Title              Date
                 ---------                   -----              ----

       /s/ Theo Melas-Kyriazi         Chief Executive      April 3, 1997
       --------------------------
            Theo Melas-Kyriazi        Officer, President
                                      and Director
                                      (Principal
                                      Executive Officer)

       /s/ Earl R. Lewis              Director and         April 3, 1997
       --------------------------
               Earl R. Lewis          Chairman of the
                                      Board


       /s/ Elias P. Gyftopoulos       Director             April 3, 1997
       --------------------------
           Elias P. Gyftopoulos





                                        6
PAGE
<PAGE>




                 Signature                   Title              Date
                 ---------                   -----              ----

       /s/ Arvin H. Smith             Director             April 3, 1997
       --------------------------
              Arvin H. Smith

       /s/ Michael P. Stansky         Director             April 3, 1997
       --------------------------
            Michael P. Stansky


       /s/ John N. Hatsopoulos        Vice President and   April 3, 1997
       --------------------------
            John N. Hatsopoulos       Chief Financial
                                      Officer (Principal
                                      Financial Officer)

       /s/ Paul F. Kelleher           Chief Accounting     April 3, 1997
       --------------------------
             Paul F. Kelleher         Officer (Principal
                                      Accounting
                                      Officer)







































                                        7
PAGE
<PAGE>






                                  EXHIBIT INDEX

    Exhibit
    Number        Description of Exhibit
    -------       ----------------------
     
     5            Opinion of Seth H. Hoogasian, Esq.

     23.1         Consent of Arthur Andersen LLP.

     23.2         Consent of Seth H. Hoogasian, Esq. 
                  (included in Exhibit 5).

     24           Power of Attorney
                  (See Signature Page of this Registration Statement).
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18440}]
{"company-data": {"conformed-name": "THERMOSPECTRA CORP", "cik": "0000929807", "assigned-sic": "3825", "irs-number": "043242970", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-24649", "film-number": "97575402"}, "business-address": {"street1": "81 WYMAN STREET", "street2": "PO BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02254-9046", "phone": "6176221000"}}
As filed with the Securities and Exchange Commission on April 4,1997
                                                Registration No. 333-
    ---------------------------------------------------------------------

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549
                                                       

                                     FORM S-8
                           REGISTRATION STATEMENT UNDER
                            THE SECURITIES ACT OF 1933
                                                       

                            THERMOSPECTRA CORPORATION
              (Exact name of registrant as specified in its charter)

                          -----------------------------

                  Delaware                            04-3242970
               (State or other                     (I.R.S. Employer
              jurisdiction of                   Identification Number)
              incorporation or
               organization)

                81 Wyman Street, Waltham, Massachusetts 02254-9046
                                  (617) 622-1000
          (Address, including zip code, and telephone number, including 
             area code, of registrant's principal executive offices) 

              THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN

              THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS CORPORATION
                            1988 INCENTIVE STOCK PLAN

                               (Full Title of Plan)

                          -----------------------------

                           SANDRA L. LAMBERT, SECRETARY
                            THERMOSPECTRA CORPORATION
                         C/O THERMO ELECTRON CORPORATION
                                 81 Wyman Street
                               Post Office Box 9046
                        Waltham, Massachusetts 02254-9046
                                  (617) 622-1000
            (Name, address, including zip code, and telephone number,
                    including area code, of agent for service)

                          -----------------------------
                                     Copy to:
                            SETH H. HOOGASIAN, ESQUIRE
                                 GENERAL COUNSEL
                            THERMOSPECTRA CORPORATION
                         C/O THERMO ELECTRON CORPORATION
                                 81 Wyman Street
                               Post Office Box 9046
                        Waltham, Massachusetts 02254-9046
                                  (617) 622-1000

                          -----------------------------
PAGE
CALCULATION OF REGISTRATION FEE

   Title of each class               Proposed       Proposed     Amount of
   of securities to be  Amount to    maximum        maximum     registration
        registered         be        offering      aggregate        fee
                       registered   price per    offering price
                           (1)      share (2)         (2)
   Common Stock, $.01
   par value per share   234,000     $12.9375      $3,027,375     $917.39
                          shs.

        In addition, pursuant to Rule 416 under the Securities Act of 1933,
   this Registration Statement also covers an indeterminate amount of
   interests to be offered or sold pursuant to the employee benefit plans
   described herein and an indeterminate number of shares of the Registrant's
   Common Stock as may be issuable in connection with adjustments under such
   plans to reflect certain changes in the Registrant's capital structure,
   including stock dividends or stock split-ups.

    (1) The shares registered hereunder are divided among the various plans as
   set forth in the following table:

        Name of Plan                                           No. of Shares
        ------------                                           -------------

        THERMOSPECTRA CORPORATION EMPLOYEE STOCK PURCHASE PLAN    50,000

        THERMOSPECTRA/PARK SCIENTIFIC INSTRUMENTS 
          CORPORATION 1988 INCENTIVE STOCK PLAN                   184,000

    (2) Estimated solely for the purpose of calculating the amount of
   registration fee.  The calculation of the proposed maximum aggregate
   offering price has been based upon (1) the registration hereunder of an
   aggregate of 234,000 shares and (2) the average of the high and low sales
   prices, $13.125 and $12.75, respectively, of the Registrant's Common Stock
   on the American Stock Exchange on April 3, 1997 as reported in The Wall
                                                                  --------
   Street Journal.
   --------------

                                     PART II
                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference.
             ---------------------------------------

        The following ThermoSpectra Corporation (the "Company") documents
   previously filed with the Securities and Exchange Commission (the
   "Commission") are incorporated in this Registration Statement by reference:

        (1)  The Company's Annual Report on Form 10-K, for the year ended
   December 28, 1996.

        (2)  The description of the Company's capital stock contained in the
   Company's Registration Statement on Form 8-A filed with the Commission
   pursuant to Section 12(b) of the Securities Exchange Act of 1934, as
   amended (the "Exchange Act"), including any amendment or report filed for
   the purpose of updating such description.

                                        2
PAGE
All reports or proxy statements filed by the Company pursuant to
   Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent to the
   date of this Registration Statement and prior to the filing of a
   post-effective amendment that indicates that all securities offered herein
   have been sold, or that deregisters all such securities then remaining
   unsold, shall be deemed to be incorporated by reference in this
   Registration Statement and to be a part hereof from the respective dates of
   filing such documents.

    Item 4.  Description of Securities.
             -------------------------

        Not Applicable.

    Item 5.  Interests of Named Experts and Counsel.
             --------------------------------------

        The validity of the Common Stock offered hereby has been passed upon
   by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr. Hoogasian
   is also the General Counsel of Thermo Instrument Systems Inc., the majority
   stockholder of the Company and Thermo Electron Corporation, the majority
   stockholder of Thermo Instrument Systems Inc.  Mr. Hoogasian is a full-time
   employee of Thermo Electron Corporation and owns or has the right to
   acquire 6,000 shares of Common Stock, 16,738 shares of common stock of
   Thermo Instrument Systems Inc. and 115,928 shares of common stock of Thermo
   Electron Corporation.

    Item 6.  Indemnification of Directors and Officers.
             -----------------------------------------

        The Delaware General Corporation Law and the Company's Certificate of
   Incorporation and By-Laws limit the monetary liability of directors to the
   Company and to its shareholders and provide for indemnification of the
   Company's officers and directors for liabilities and expenses that they may
   incur in such capacities.  In general, officers and directors are
   indemnified with respect to actions taken in good faith in a manner
   reasonably believed to be in, or not opposed to the best interests of the
   Company and, with respect to any criminal action or proceeding, actions
   that the indemnitee had not reasonable cause to believe were unlawful.  The
   Company also has indemnification agreements with its directors and officers
   that provide for the maximum indemnification allowed by law.  Reference is
   made to the Company's Certificate of Incorporation, By-Laws and form of
   Indemnification Agreement for Officers and Directors included as Exhibits
   3.1, 3.2 and 10.22, respectively, to the Company's Registration Statement
   on Form S-1 (Registration No. 333-93778), each of which is hereby
   incorporated by reference.

        Thermo Electron has an insurance policy which insures the directors
   and officers of Thermo Electron and its subsidiaries, including the
   Company, against certain liabilities which might be incurred in connection
   with the performance of their duties.

   Item 7.  Exemption from Registration Claimed.
            -----------------------------------

        Not Applicable.

    Item 8.  Exhibits.
             --------

        See the Exhibit Index immediately preceding the Exhibits to this
   Registration Statement.
                                        3
PAGE
Item 9.  Undertakings.
             ------------

        (a)  The undersigned Registrant hereby undertakes:

           (1)    To file, during any period in which offers or sales are
             being made, a post-effective amendment to this registration
             statement:

               (i)          To include any prospectus required by Section
                   10(a)(3) of the Securities Act of 1933;

               (ii)         To reflect in the prospectus any facts or events
                   arising after the effective date of the registration
                   statement (or the most recent post-effective amendment
                   thereof) which, individually or in the aggregate,
                   represent a fundamental change in the information set
                   forth in the registration statement.  Notwithstanding the
                   foregoing, any increase or decrease in volume of
                   securities offered (if the total dollar value of
                   securities offered would not exceed that which was
                   registered) and any deviation from the low or high and of
                   the estimated maximum offering range may be reflected in
                   the form of prospectus filed with the Commission pursuant
                   to Rule 424(b) if, in the aggregate, the changes in volume
                   and price represent no more than 20 percent change in the
                   maximum aggregate offering price set forth in the
                   "Calculation of Registration Fee" table in the effective
                   registration statement;

               (iii)        To include any material information with respect
                   to the plan of distribution not previously disclosed in
                   the registration statement or any material change to such
                   information in the registration statement.

             Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
             not apply if the registration statement is on Form S-3 or Form
             S-8, and the information required to be included in a
             post-effective amendment by those paragraphs is contained in
             periodic reports filed by the Registrant pursuant to Section 13
             or Section 15(d) of the Securities Exchange Act of 1934 that are
             incorporated by reference in the registration statement.

          (2)     That, for the purpose of determining any liability under the
             Securities Act of 1933, each such post-effective amendment shall
             be deemed to be a new registration statement relating to the
             securities offered therein, and the offering of such securities
             at that time shall be deemed to be the initial bona fide offering
             thereof.

          (3)     To remove from registration by means of a post-effective
             amendment any of the securities being registered which remain
             unsold at the termination of the offering.

        (b)  The undersigned registrant hereby undertakes that, for purposes
   of determining any liability under the Securities Act of 1933, each filing
   of the registrant's annual report pursuant to section 13(a) or section
                                        4
PAGE
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
   filing of an employee benefit plan's annual report pursuant to section
   15(d) of the Securities Exchange Act of 1934) that is incorporated by
   reference in the registration statement shall be deemed to be a new
   registration statement relating to the securities offered therein, and the
   offering of such securities at that time shall be deemed to be the initial
   bona fide offering thereof.

        (c)  Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   controlling persons of the Registrant pursuant to the foregoing provisions,
   or otherwise, the Registrant has been advised that in the opinion of the
   Securities and Exchange Commission such indemnification is against public
   policy as expressed in the Act and is, therefore, unenforceable.  In the
   event that a claim for indemnification against such liabilities (other than
   the payment by the Registrant of expenses incurred or paid by a director,
   officer or controlling person of the Registrant in the successful defense
   of any action, suit or proceeding) is asserted by such director, officer or
   controlling person in connection with the securities being registered, the
   Registrant will, unless in the opinion of its counsel the matter has been
   settled by controlling precedent, submit to a court of appropriate
   jurisdiction the question whether such indemnification by it is against
   public policy as expressed in the Act and will be governed by the final
   adjudication of such issue.

                                        5
PAGE
SIGNATURES

        Pursuant to the requirements of the Securities Act, the Registrant
   certifies that it has reasonable grounds to believe that it meets all of
   the requirements for filing on Form S-8 and has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Waltham, Massachusetts, on this
   3rd day of April 1997.

                                      THERMOSPECTRA CORPORATION

                                      By: /s/ Theo Melas-Kyriazi
                                          --------------------------
                                           Theo Melas-Kyriazi
                                           Chief Executive Officer,
                                           President and Director

                         POWER OF ATTORNEY AND SIGNATURES

        KNOW ALL MEN BY THESE PRESENTS that each individual whose signature
   appears below constitutes and appoints John N. Hatsopoulos, Paul F.
   Kelleher, Seth H. Hoogasian, Sandra L. Lambert and Jonathan W. Painter, and
   each of them, as his true and lawful attorneys-in-fact and agents for the
   undersigned, with full power of substitution, for and in the name, place
   and stead of the undersigned, to sign and file with the Securities and
   Exchange Commission under the Securities Act of 1933 any and all amendments
   and exhibits to this Registration Statement and any and all applications
   and other documents to be filed with the Securities and Exchange Commission
   pertaining to the registration of the securities covered hereby, with full
   power and authority to do and perform any and all acts and things
   whatsoever requisite and necessary or desirable.

        Pursuant to the requirements of the Securities Act, this  Registration
   Statement has been signed by the following persons in the capacities and on
   the dates indicated.

                 Signature                   Title              Date
                 ---------                   -----              ----

       /s/ Theo Melas-Kyriazi         Chief Executive      April 3, 1997
       --------------------------
            Theo Melas-Kyriazi        Officer, President
                                      and Director
                                      (Principal
                                      Executive Officer)

       /s/ Earl R. Lewis              Director and         April 3, 1997
       --------------------------
               Earl R. Lewis          Chairman of the
                                      Board

       /s/ Elias P. Gyftopoulos       Director             April 3, 1997
       --------------------------
           Elias P. Gyftopoulos

                                        6
PAGE
Signature                   Title              Date
                 ---------                   -----              ----

       /s/ Arvin H. Smith             Director             April 3, 1997
       --------------------------
              Arvin H. Smith

       /s/ Michael P. Stansky         Director             April 3, 1997
       --------------------------
            Michael P. Stansky

       /s/ John N. Hatsopoulos        Vice President and   April 3, 1997
       --------------------------
            John N. Hatsopoulos       Chief Financial
                                      Officer (Principal
                                      Financial Officer)

       /s/ Paul F. Kelleher           Chief Accounting     April 3, 1997
       --------------------------
             Paul F. Kelleher         Officer (Principal
                                      Accounting
                                      Officer)

                                        7
PAGE
EXHIBIT INDEX

    Exhibit
    Number        Description of Exhibit
    -------       ----------------------
     
     5            Opinion of Seth H. Hoogasian, Esq.

     23.1         Consent of Arthur Andersen LLP.

     23.2         Consent of Seth H. Hoogasian, Esq. 
                  (included in Exhibit 5).

     24           Power of Attorney
                  (See Signature Page of this Registration Statement).