As filed with the Securities and Exchange Commission 
                                on July 25, 1996
                                                                         
                                                Registration No. 333-    
                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________

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

                            THERMO CARDIOSYSTEMS INC.
             (Exact name of registrant as specified in its charter)

             Massachusetts                           04-3027040
             (State or other jurisdiction       (I.R.S. Employer
             of incorporation or           Identification No.)
             organization)

                               470 Wildwood Street
                                  P.O. Box 2697
                        Woburn, Massachusetts 01888-2697
               (Address of Principal Executive Offices) (Zip Code)

                            THERMO CARDIOSYSTEMS INC.
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                          Sandra L. Lambert, Secretary
                            Thermo Cardiosystems Inc.
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
                          (Name, address, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                       Seth H. Hoogasian, General Counsel
                            Thermo Cardiosystems Inc.
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
        ________________________________________________________________

        The proposed commencement of sales is as soon as practicable
        after the Registration Statement has become effective and upon
        the grant or exercise of options granted pursuant to the
        Registrant's Equity Incentive Plan (the "Plan").
PAGE
<PAGE>






        There are also being registered hereunder such additional
        indeterminate number of shares of the Registrant's Common Stock
        as may be issuable in connection with adjustments under the Plan
        to reflect certain changes in the Registrant's capital structure,
        including stock dividends or stock split-ups.


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


                         CALCULATION OF REGISTRATION FEE


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


                                     Proposed    Proposed
            Title of     Amount to   Maximum      Maximum   Amount of
         Securities to      be       Offering    Aggregate  Registration
                        
         be Registered  Registered  Price Per    Offering     on Fee
         -------------  ----------                            ------
                            (1)    Share (1)     Price Per
                            ---                  ---------
                                                 Share (1)
                                                 ---------

        Common Stock,
        $.10 par value    750,000    $32.8125   $24,609,375   $8,486
        per share                         


        ----------

        (1)  Estimated solely for purposes of calculating the
             registration fee pursuant to Rule 457(c) and (h) under the
             Securities Act of 1933, as amended.  The calculation of the
             proposed maximum aggregate offering price has been based
             upon (i) the registration hereunder of an aggregate of
             750,000 shares of the Registrant's Common Stock to be issued
             pursuant to options granted under the Plan and (ii) the
             average of the high and low sales prices, $35.125 and $30.50
             respectively, of the Registrant's Common Stock on the
             American Stock Exchange on July 23, 1996, as reported in The
             Wall Street Journal.
             














                                          2
PAGE
<PAGE>








                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference

         The following Thermo Cardiosystems Inc. (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 30, 1995.

         (2)  The Company's Quarterly Report on Form 10-Q for the
    quarter ended March 30, 1996.

         (3)  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.

         In April 1996, the Company declared a three-for-two stock split
    in the form of a 50% stock dividend, payable on May 15, 1996, to
    shareholders of record as of May 1, 1996.  The share and per share
    data as reported in the Company's Annual Report on Form 10-K for the
    year ended December 30, 1995 and Quarterly Report on Form 10-Q for
    the quarter ended March 30, 1996, incorporated herein by reference,
    have not been restated to reflect the stock split.  The Company's
    Common Stock outstanding as of March 30, 1996, on a pro forma basis
    to reflect the stock split, would have been 36,303,126.  The
    following table presents earnings per share and weighted average
    shares as previously filed and as amended to reflect the stock
    split:

















                                      II-1
PAGE
<PAGE>









                         Fiscal Year            Three Months Ended

                         1993    1994    1995     April 1,    March 30,
                                                    1996         1996
                     
                     
       
     As Previously
     Filed
     Earnings per       $  .02 $  .08   $  .28         $0.05        $0.10
     Share

     Weighted Average   22,176 24,620   24,849        24,674       25,033
     Shares
     As Amended
     Earnings per       $  .01 $  .05   $  .19         $0.03        $0.06
     Share

     Weighted Average   33,264 36,930   37,273        37,011       37,549
     Shares

         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 Electron
    Corporation, the majority stockholder of the Company.  Mr. Hoogasian
    is a full-time employee of Thermo Electron Corporation and owns or
    has the right to acquire 1,800 shares of Common Stock of the
    Company, 8,900 shares of the common stock of Thermedics Inc. and
    118,177 shares of  the 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


                                      II-2
PAGE
<PAGE>








    liability of directors to the Company and to its stockholders 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 no 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 (a) the Company's Certificate of
    Incorporation filed as Exhibit 3(c) to the Company's Quarterly
    Report on Form 10-Q for the quarter ended October 2, 1993 (file no.
    1-10114), (b) the Company's  By-Laws filed as Exhibit 3(b) to the
    Company's Registration Statement on Form S-1 (file no. 33-25144) and
    (c) the Company's form of Indemnification Agreement for Officers and
    Directors filed as Exhibit 10(a) to said Registration Statement.

    Item 7.  Exemption from Registration Claimed.

         Not Applicable.

    Item 8.  Exhibits.

         See the Exhibit Index immediately preceding the Exhibits to
    this Registration Statement.

    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;

         (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


                                      II-3
PAGE
<PAGE>








    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 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.






                                      II-4
PAGE
<PAGE>








                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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,
    Commonwealth of Massachusetts, on the 24th day of July, 1996.

                                  THERMO CARDIOSYSTEMS INC.

                                  By: /s/ Victor L. Poirer              
                            
                                  Victor L. Poirier
                                  President and Chief Executive Officer


                              POWER OF ATTORNEY

         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 of 1933,
    this Registration Statement has been signed by the following persons
    in the capacities and on the dates indicated.


             Signature                    Title               Date

     /s/ Victor L. Poirier       President, Chief        July 24, 1996
     Victor L. Poirier           Executive Officer
                                 and Director (Principal     
                                 Executive Officer)

     /s/ John N. Hatsopoulos     Vice President,         July 24, 1996
     John N. Hatsopoulos         Chief Financial Officer
                                 and Director (Principal
                                 Financial Officer)

                                      II-5
PAGE
<PAGE>








     /s/ Paul F.Kelleher         Chief Accounting        July 24, 1996
     Paul F. Kelleher            Officer 
                                 (Principal Accounting
                                 Officer)
                                  
     /s/ Walter J. Bornhorst     Director                July 19, 1996
     Walter J. Bornhorst



     /s/ Richard K. Chapman      Director                July 24, 1996
     Richard W.K. Chapman



     /s/ Elias P. Gyftopoulos    Director                July 24, 1996
     Elias P. Gyftopoulos



     /s/ Robert C. Howard        Director                July 24, 1996
     Robert C. Howard



     /s/ Leonard Laster          Director                July 24, 1996
     Leonard Laster



     /s/ John W. Wood Jr.        Director                July 24, 1996
     John W. Wood Jr.
                                                    

     _______________________
     Nicholas T. Zervas          Director                July __, 1996








                                      II-6
PAGE
<PAGE>











                                EXHIBIT INDEX



     Exhibit No. Description of Exhibit                 Sequential Page
     ----------- ----------------------                 ---------------
                                                            Number
                                                            ------

     4(a)        Thermo Cardiosystems Inc.
                 Equity Incentive Plan*


     5           Opinion of Seth H. Hoogasian, Esq.           10

     23(a)       Consent of Seth H. Hoogasian, Esq.

                 (Contained in his opinion filed
                 as Exhibit 5)


     23(b)       Consent of Arthur Andersen LLP               11

     24          Power of Attorney (see signature
                 page of this Registration Statement)

    ________________

         * Filed as Attachment A to the Registrant's Proxy Statement
    dated May 5, 1994 (File No. 1-10114) and incorporated herein by
    reference.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18450}]
{"company-data": {"conformed-name": "THERMO CARDIOSYSTEMS INC", "cik": "0000841939", "assigned-sic": "3845", "irs-number": "043027040", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-08809", "film-number": "96598914"}, "business-address": {"street1": "470 WILDWOOD ST", "street2": "P O BOX 2697", "city": "WOBURN", "state": "MA", "zip": "01888-2697", "phone": "6176221000"}}
As filed with the Securities and Exchange Commission 
                                on July 25, 1996
                                                                         
                                                Registration No. 333-    
                                                
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                ________________

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

                            THERMO CARDIOSYSTEMS INC.
             (Exact name of registrant as specified in its charter)

             Massachusetts                           04-3027040
             (State or other jurisdiction       (I.R.S. Employer
             of incorporation or           Identification No.)
             organization)

                               470 Wildwood Street
                                  P.O. Box 2697
                        Woburn, Massachusetts 01888-2697
               (Address of Principal Executive Offices) (Zip Code)

                            THERMO CARDIOSYSTEMS INC.
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                          Sandra L. Lambert, Secretary
                            Thermo Cardiosystems Inc.
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
                          (Name, address, and telephone
               number, including area code, of agent for service)

                                   Copies to:
                       Seth H. Hoogasian, General Counsel
                            Thermo Cardiosystems Inc.
                         81 Wyman Street, P.O. Box 9046
                        Waltham, Massachusetts 02254-9046
                                 (617) 622-1000
        ________________________________________________________________

        The proposed commencement of sales is as soon as practicable
        after the Registration Statement has become effective and upon
        the grant or exercise of options granted pursuant to the
        Registrant's Equity Incentive Plan (the "Plan").
PAGE
There are also being registered hereunder such additional
        indeterminate number of shares of the Registrant's Common Stock
        as may be issuable in connection with adjustments under the Plan
        to reflect certain changes in the Registrant's capital structure,
        including stock dividends or stock split-ups.

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

                         CALCULATION OF REGISTRATION FEE

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

                                     Proposed    Proposed
            Title of     Amount to   Maximum      Maximum   Amount of
         Securities to      be       Offering    Aggregate  Registration
                        
         be Registered  Registered  Price Per    Offering     on Fee
         -------------  ----------                            ------
                            (1)    Share (1)     Price Per
                            ---                  ---------
                                                 Share (1)
                                                 ---------

        Common Stock,
        $.10 par value    750,000    $32.8125   $24,609,375   $8,486
        per share                         

        ----------

        (1)  Estimated solely for purposes of calculating the
             registration fee pursuant to Rule 457(c) and (h) under the
             Securities Act of 1933, as amended.  The calculation of the
             proposed maximum aggregate offering price has been based
             upon (i) the registration hereunder of an aggregate of
             750,000 shares of the Registrant's Common Stock to be issued
             pursuant to options granted under the Plan and (ii) the
             average of the high and low sales prices, $35.125 and $30.50
             respectively, of the Registrant's Common Stock on the
             American Stock Exchange on July 23, 1996, as reported in The
             Wall Street Journal.
             

                                          2
PAGE
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference

         The following Thermo Cardiosystems Inc. (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 30, 1995.

         (2)  The Company's Quarterly Report on Form 10-Q for the
    quarter ended March 30, 1996.

         (3)  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.

         In April 1996, the Company declared a three-for-two stock split
    in the form of a 50% stock dividend, payable on May 15, 1996, to
    shareholders of record as of May 1, 1996.  The share and per share
    data as reported in the Company's Annual Report on Form 10-K for the
    year ended December 30, 1995 and Quarterly Report on Form 10-Q for
    the quarter ended March 30, 1996, incorporated herein by reference,
    have not been restated to reflect the stock split.  The Company's
    Common Stock outstanding as of March 30, 1996, on a pro forma basis
    to reflect the stock split, would have been 36,303,126.  The
    following table presents earnings per share and weighted average
    shares as previously filed and as amended to reflect the stock
    split:

                                      II-1
PAGE
Fiscal Year            Three Months Ended

                         1993    1994    1995     April 1,    March 30,
                                                    1996         1996
                     
                     
       
     As Previously
     Filed
     Earnings per       $  .02 $  .08   $  .28         $0.05        $0.10
     Share

     Weighted Average   22,176 24,620   24,849        24,674       25,033
     Shares
     As Amended
     Earnings per       $  .01 $  .05   $  .19         $0.03        $0.06
     Share

     Weighted Average   33,264 36,930   37,273        37,011       37,549
     Shares

         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 Electron
    Corporation, the majority stockholder of the Company.  Mr. Hoogasian
    is a full-time employee of Thermo Electron Corporation and owns or
    has the right to acquire 1,800 shares of Common Stock of the
    Company, 8,900 shares of the common stock of Thermedics Inc. and
    118,177 shares of  the 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

                                      II-2
PAGE
liability of directors to the Company and to its stockholders 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 no 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 (a) the Company's Certificate of
    Incorporation filed as Exhibit 3(c) to the Company's Quarterly
    Report on Form 10-Q for the quarter ended October 2, 1993 (file no.
    1-10114), (b) the Company's  By-Laws filed as Exhibit 3(b) to the
    Company's Registration Statement on Form S-1 (file no. 33-25144) and
    (c) the Company's form of Indemnification Agreement for Officers and
    Directors filed as Exhibit 10(a) to said Registration Statement.

    Item 7.  Exemption from Registration Claimed.

         Not Applicable.

    Item 8.  Exhibits.

         See the Exhibit Index immediately preceding the Exhibits to
    this Registration Statement.

    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;

         (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

                                      II-3
PAGE
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 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.

                                      II-4
PAGE
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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,
    Commonwealth of Massachusetts, on the 24th day of July, 1996.

                                  THERMO CARDIOSYSTEMS INC.

                                  By: /s/ Victor L. Poirer              
                            
                                  Victor L. Poirier
                                  President and Chief Executive Officer

                              POWER OF ATTORNEY

         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 of 1933,
    this Registration Statement has been signed by the following persons
    in the capacities and on the dates indicated.

             Signature                    Title               Date

     /s/ Victor L. Poirier       President, Chief        July 24, 1996
     Victor L. Poirier           Executive Officer
                                 and Director (Principal     
                                 Executive Officer)

     /s/ John N. Hatsopoulos     Vice President,         July 24, 1996
     John N. Hatsopoulos         Chief Financial Officer
                                 and Director (Principal
                                 Financial Officer)

                                      II-5
PAGE
/s/ Paul F.Kelleher         Chief Accounting        July 24, 1996
     Paul F. Kelleher            Officer 
                                 (Principal Accounting
                                 Officer)
                                  
     /s/ Walter J. Bornhorst     Director                July 19, 1996
     Walter J. Bornhorst

     /s/ Richard K. Chapman      Director                July 24, 1996
     Richard W.K. Chapman

     /s/ Elias P. Gyftopoulos    Director                July 24, 1996
     Elias P. Gyftopoulos

     /s/ Robert C. Howard        Director                July 24, 1996
     Robert C. Howard

     /s/ Leonard Laster          Director                July 24, 1996
     Leonard Laster

     /s/ John W. Wood Jr.        Director                July 24, 1996
     John W. Wood Jr.
                                                    

     _______________________
     Nicholas T. Zervas          Director                July __, 1996

                                      II-6
PAGE
EXHIBIT INDEX

     Exhibit No. Description of Exhibit                 Sequential Page
     ----------- ----------------------                 ---------------
                                                            Number
                                                            ------

     4(a)        Thermo Cardiosystems Inc.
                 Equity Incentive Plan*

     5           Opinion of Seth H. Hoogasian, Esq.           10

     23(a)       Consent of Seth H. Hoogasian, Esq.

                 (Contained in his opinion filed
                 as Exhibit 5)

     23(b)       Consent of Arthur Andersen LLP               11

     24          Power of Attorney (see signature
                 page of this Registration Statement)

    ________________

         * Filed as Attachment A to the Registrant's Proxy Statement
    dated May 5, 1994 (File No. 1-10114) and incorporated herein by
    reference.