As filed with the Securities and Exchange Commission on December 21, 1995.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549
                                  _______________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of  1933
                                  _______________

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


           DELAWARE                                             04-2925807
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                        Identification Number)
     

                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)


                               THERMO TERRATECH INC.
                      DIRECTORS' DEFERRED COMPENSATION PLAN 
                               (Full Title of Plan)


                           Sandra L. Lambert, Secretary
                               Thermo TerraTech Inc.
                          c/o Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                               Thermo TerraTech Inc.
                          c/o Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)


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





                          CALCULATION OF REGISTRATION FEE
                                               

      Title of                  Proposed      Proposed
     securities     Amount      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,
      $.10 par      54,000
     value per      shares      $12 (1)     $648,000 (1)     $130 (1)
       share 

   _______________

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 54,000 shares and (2) the average of the high and low sales prices,
        $12 and $12, respectively, of the Registrant's Common Stock on the
        American Stock Exchange on December 19, 1995 as reported in The Wall
        Street Journal.
PAGE
<PAGE>




                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Directors' Deferred Compensation Plan (the
   "Plan") of Thermo TerraTech Inc. (the "Registrant" or the "Company") pursuant
   to Rule 428(b) (1) under the Securities Act of 1933, as amended (the
   "Securities Act").


                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

        (a)  The Company's Annual Report on Form 10-K for the year ended April
             1, 1995, as amended.

        (b)  The Company's Current Report on Form 8-K filed with the Commission
             on May 24, 1995 with respect to events occurring on May 9, 1995.

        (c)  The Company's Current Report on Form 8-K filed with the Commission
             on May 25, 1995 with respect to events occurring on May 10, 1995,
             as amended.

        (d)  The Company's Quarterly Report on Form 10-Q for the three-month
             period ended July 1, 1995.

        (e)  The Company's Quarterly Report on Form 10-Q for the three-month
             period ended September 30, 1995.

        (f)  The Company's Current Report on Form 8-K filed with the Commission
             on December 14, 1995 with respect to events occurring on December
             8, 1995.

        (g)  The Company's Current Report on Form 8-K filed with the Commission
             on December 15, 1995 with respect to events occurring on December
             13, 1995.

        (h)  The description of the Common Stock which is contained in the
             Company's Registration Statement on Form 8-A, filed under the
             Exchange Act, as amended.

        All reports or proxy statements filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 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

                                        1
PAGE
<PAGE>




   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 General Counsel of Thermo Electron Corporation, the majority stockholder
   of the Company, and owns or has the right to acquire, pursuant to the
   exercise of stock options, shares of the Common Stock of the Company, of
   Thermo Electron Corporation, and of certain of Thermo Electron's
   subsidiaries, the fair market value of which exceeds $50,000.

   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 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.  

        Thermo Electron Corporation 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 of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

        The Exhibit Index immediately preceding the exhibits is attached hereto
   and incorporated herein by reference.  

   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;


                                        2
PAGE
<PAGE>




                  (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 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 herein, and the offering of such
   securities at that time shall 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

                                        3
PAGE
<PAGE>




   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.




















































                                        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 this 20th day of December, 1995.

                                 THERMO TERRATECH INC.

                                 By:  John P. Appleton
                                      ---------------------------
                                      John P. Appleton, President 
                                      and Chief Executive Officer



                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo TerraTech Inc.
   hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan W. Painter,
   Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true and
   lawful attorneys-in-fact and agents, with full power of substitution, for him
   and in his name, place and stead, in any and all capacities, to sign any and
   all amendments (including post-effective amendments) to this Registration
   Statement, and to file the same, with all exhibits thereto, and all documents
   in connection therewith, with the Securities and Exchange Commission,
   granting unto said attorneys-in-fact and agents, and each of them, full power
   and authority to do and perform each and every act and thing requisite and
   necessary to be done in and about the premises, as fully to all intents and
   purposes as he might or could do in person, hereby ratifying and confirming
   all that said attorneys-in-fact and agents or any of them, or their or his
   substitute or substitutes, may lawfully do or cause to be done by virtue
   thereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in the
   capacities and on the dates indicated:

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


                              President, Chief Executive 
   John P. Appleton           Officer and Director            December 20, 1995
   ----------------
   John P. Appleton


                              Vice President, Chief
                              Financial Officer and 
   John N. Hatsopoulos        Director                        December 20, 1995
   -------------------
   John N. Hatsopoulos


   Paul F. Kelleher           Chief Accounting Officer        December 20, 1995
   ----------------
   Paul F. Kelleher


                                        5
PAGE
<PAGE>




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


   George N. Hatsopoulos      Director                        December 20, 1995
   ---------------------
   George N. Hatsopoulos



   Donald E. Noble            Director                        December 20, 1995
   ---------------
   Donald E. Noble



   William A. Rainville       Chairman of the Board           December 20, 1995
   --------------------
   William A. Rainville


                              Director                        December __, 1995
   ---------------------
   Polyvios C. Vintiadis


   Paul E. Tsongas            Director                        December 20, 1995
   ---------------
   Paul E. Tsongas

































                                        6
PAGE
<PAGE>





                                   EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page


   5              Opinion of Seth H. Hoogasian, Esq.             8

   23.1           Consent of Arthur Andersen LLP                 9

   23.2           Consent of Trout, Ebersole & Groff             10

   23.3           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24             Power of Attorney (see signature pages 
                  to this Registration Statement).







   AA953450030






























                                        7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18026}]
{"company-data": {"conformed-name": "THERMO PROCESS SYSTEMS INC", "cik": "0000796038", "assigned-sic": "8734", "irs-number": "042925807", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65283", "film-number": "95603629"}, "business-address": {"street1": "12068 MARKET ST", "city": "LIVONIA", "state": "MI", "zip": "48150", "phone": "6176221000"}, "mail-address": {"street1": "81 WYMAN STREET", "city": "WALTHAM", "state": "MA", "zip": "02254"}}
As filed with the Securities and Exchange Commission on December 21, 1995.
                                                 Registration No. 033-      
   _____________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549
                                  _______________

                                     FORM S-8
                              Registration Statement
                                       Under
                            The Securities Act of  1933
                                  _______________

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

           DELAWARE                                             04-2925807
   (State or other jurisdiction of                           (I.R.S. Employer
    incorporation or organization)                        Identification Number)
     

                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)

                               THERMO TERRATECH INC.
                      DIRECTORS' DEFERRED COMPENSATION PLAN 
                               (Full Title of Plan)

                           Sandra L. Lambert, Secretary
                               Thermo TerraTech Inc.
                          c/o Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                               Thermo TerraTech Inc.
                          c/o Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)

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

      Title of                  Proposed      Proposed
     securities     Amount      Maximum       Maximum       Amount of
       to be         to be      Offering     Aggregate     Registration
     registered   registered   Price Per   Offering Price      Fee
                                 Share
   Common Stock,
      $.10 par      54,000
     value per      shares      $12 (1)     $648,000 (1)     $130 (1)
       share 

   _______________

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 54,000 shares and (2) the average of the high and low sales prices,
        $12 and $12, respectively, of the Registrant's Common Stock on the
        American Stock Exchange on December 19, 1995 as reported in The Wall
        Street Journal.
PAGE
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Directors' Deferred Compensation Plan (the
   "Plan") of Thermo TerraTech Inc. (the "Registrant" or the "Company") pursuant
   to Rule 428(b) (1) under the Securities Act of 1933, as amended (the
   "Securities Act").

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

        (a)  The Company's Annual Report on Form 10-K for the year ended April
             1, 1995, as amended.

        (b)  The Company's Current Report on Form 8-K filed with the Commission
             on May 24, 1995 with respect to events occurring on May 9, 1995.

        (c)  The Company's Current Report on Form 8-K filed with the Commission
             on May 25, 1995 with respect to events occurring on May 10, 1995,
             as amended.

        (d)  The Company's Quarterly Report on Form 10-Q for the three-month
             period ended July 1, 1995.

        (e)  The Company's Quarterly Report on Form 10-Q for the three-month
             period ended September 30, 1995.

        (f)  The Company's Current Report on Form 8-K filed with the Commission
             on December 14, 1995 with respect to events occurring on December
             8, 1995.

        (g)  The Company's Current Report on Form 8-K filed with the Commission
             on December 15, 1995 with respect to events occurring on December
             13, 1995.

        (h)  The description of the Common Stock which is contained in the
             Company's Registration Statement on Form 8-A, filed under the
             Exchange Act, as amended.

        All reports or proxy statements filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 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

                                        1
PAGE
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 General Counsel of Thermo Electron Corporation, the majority stockholder
   of the Company, and owns or has the right to acquire, pursuant to the
   exercise of stock options, shares of the Common Stock of the Company, of
   Thermo Electron Corporation, and of certain of Thermo Electron's
   subsidiaries, the fair market value of which exceeds $50,000.

   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 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.  

        Thermo Electron Corporation 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 of Registration Claimed.

        Not Applicable.

   Item 8.  Exhibits.

        The Exhibit Index immediately preceding the exhibits is attached hereto
   and incorporated herein by reference.  

   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;

                                        2
PAGE
(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 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 herein, and the offering of such
   securities at that time shall 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

                                        3
PAGE
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.

                                        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 this 20th day of December, 1995.

                                 THERMO TERRATECH INC.

                                 By:  John P. Appleton
                                      ---------------------------
                                      John P. Appleton, President 
                                      and Chief Executive Officer

                                 POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo TerraTech Inc.
   hereby appoints John N. Hatsopoulos, Paul F. Kelleher, Jonathan W. Painter,
   Seth H. Hoogasian and Sandra L. Lambert, and each of them, his true and
   lawful attorneys-in-fact and agents, with full power of substitution, for him
   and in his name, place and stead, in any and all capacities, to sign any and
   all amendments (including post-effective amendments) to this Registration
   Statement, and to file the same, with all exhibits thereto, and all documents
   in connection therewith, with the Securities and Exchange Commission,
   granting unto said attorneys-in-fact and agents, and each of them, full power
   and authority to do and perform each and every act and thing requisite and
   necessary to be done in and about the premises, as fully to all intents and
   purposes as he might or could do in person, hereby ratifying and confirming
   all that said attorneys-in-fact and agents or any of them, or their or his
   substitute or substitutes, may lawfully do or cause to be done by virtue
   thereof.

        Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in the
   capacities and on the dates indicated:

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

                              President, Chief Executive 
   John P. Appleton           Officer and Director            December 20, 1995
   ----------------
   John P. Appleton

                              Vice President, Chief
                              Financial Officer and 
   John N. Hatsopoulos        Director                        December 20, 1995
   -------------------
   John N. Hatsopoulos

   Paul F. Kelleher           Chief Accounting Officer        December 20, 1995
   ----------------
   Paul F. Kelleher

                                        5
PAGE
Signature              Title
            ---------              -----
                                                                   Date
                                                                   ----
                                                        

   George N. Hatsopoulos      Director                        December 20, 1995
   ---------------------
   George N. Hatsopoulos

   Donald E. Noble            Director                        December 20, 1995
   ---------------
   Donald E. Noble

   William A. Rainville       Chairman of the Board           December 20, 1995
   --------------------
   William A. Rainville

                              Director                        December __, 1995
   ---------------------
   Polyvios C. Vintiadis

   Paul E. Tsongas            Director                        December 20, 1995
   ---------------
   Paul E. Tsongas

                                        6
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page

   5              Opinion of Seth H. Hoogasian, Esq.             8

   23.1           Consent of Arthur Andersen LLP                 9

   23.2           Consent of Trout, Ebersole & Groff             10

   23.3           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

   24             Power of Attorney (see signature pages 
                  to this Registration Statement).

   AA953450030

                                        7