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 INSTRUMENT SYSTEMS INC.
              (Exact name of registrant as specified in its charter)
                                  _______________


           DELAWARE                                             04-2925809
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                      Identification Number)
     

                                 504 Airport Road
                               Post Office Box 2108
                         Santa Fe, New Mexico  87504-2108
                (Address of Principal Executive Offices) (Zip Code)


                 THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
                               (Full Title of Plan)


                           Sandra L. Lambert, Secretary
                          Thermo Instrument Systems 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 Instrument Systems 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      100,000
     value per    shares (1)  $31 1/4 (2)  $3,125,000 (2)   $625 (2)
       share 


        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 plan
   described herein and an indeterminate number of shares of the Registrant's
   Common Stock as may be issuable in connection with adjustments under such
   plan to reflect certain changes in the Registrant's capital structure,
   including stock dividends or stock split-ups.
   _______________

   (1)  The number of shares of Common Stock which will actually be issued
        under the Plan cannot be determined at this time, as the number of
        shares of Common Stock purchased by the Plan Administrator pursuant
        to the Plan will depend on the amount of contributions to be used to
        purchase shares of the Registrant's Common Stock in the open market
        and the prevailing market prices.

   (2)  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 100,000 shares and (2) the average of the high and
        low sales prices, $31 3/4 and $30 3/4, 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 MoneyMatch Plus Plan (the "Plan") of Thermo
   Electron Corporation, the parent company of Thermo Instrument Systems 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
             December 31, 1994.

        (b)  The Company's Current Report on Form 8-K filed with the
             Commission on March 6, 1995 with respect to events occurring on
             March 2, 1995.

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

        (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 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
   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.

                                        1
PAGE
<PAGE>




                                            
   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;

                  (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

                                        2
PAGE
<PAGE>




        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 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.

                                        3
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 INSTRUMENT SYSTEMS INC.

                                 By:  Arvin H. Smith
                                      -------------------------
                                      Arvin H. Smith, President 
                                      and Chief Executive Officer



                               POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Instrument
   Systems 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 
   Arvin H. Smith           Officer and Director        December 20, 1995
   Arvin H. Smith


                            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

                                        4
PAGE
<PAGE>




           Signature           Title                         Date


   Marshall J. Armstrong    Director                     December 20, 1995
   Marshall J. Armstrong


                            Director                     December __, 1995

   Frank Borman



   George N. Hatsopoulos    Chairman of the Board        December 20, 1995
   George N. Hatsopoulos



   Elias P. Gyftopoulos     Director                    December 20, 1995
   Elias P. Gyftopoulos



   Robert C. Howard         Director                     December 20, 1995
   Robert C. Howard



                            Director                     December __, 1995
   Frank Jungers



   Robert A. McCabe         Director                     December 20, 1995
   Robert A. McCabe



   Polyvios C. Vintiadis    Director                     December 20, 1995
   Polyvios C. Vintiadis
















                                        5
PAGE
<PAGE>






        Pursuant to the requirements of the Securities Act of 1933, as
   amended, the Plan Administrator of the Thermo Electron Corporation
   MoneyMatch Plus Plan 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 20th day of
   December, 1995.

                            Thermo Electron Corporation MoneyMatch Plus Plan

                            By:  Thermo Electron Corporation,
                                 Plan Administrator

                                 By:  Jonathan W. Painter
                                      -----------------------------
                                      Jonathan W. Painter, Treasurer            
                    









































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

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









































                                        7
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 18885}]
{"company-data": {"conformed-name": "THERMO INSTRUMENT SYSTEMS INC", "cik": "0000795986", "assigned-sic": "3829", "irs-number": "042925809", "state-of-incorporation": "DE", "fiscal-year-end": "1229"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65275", "film-number": "95603617"}, "business-address": {"street1": "504 AIRPORT RD", "street2": "P O BOX 2108", "city": "SANTA FE", "state": "NM", "zip": "87504", "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 INSTRUMENT SYSTEMS INC.
              (Exact name of registrant as specified in its charter)
                                  _______________

           DELAWARE                                             04-2925809
   (State or other jurisdiction of                         (I.R.S. Employer
    incorporation or organization)                      Identification Number)
     

                                 504 Airport Road
                               Post Office Box 2108
                         Santa Fe, New Mexico  87504-2108
                (Address of Principal Executive Offices) (Zip Code)

                 THERMO ELECTRON CORPORATION MONEYMATCH PLUS PLAN
                               (Full Title of Plan)

                           Sandra L. Lambert, Secretary
                          Thermo Instrument Systems 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 Instrument Systems 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      100,000
     value per    shares (1)  $31 1/4 (2)  $3,125,000 (2)   $625 (2)
       share 

        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 plan
   described herein and an indeterminate number of shares of the Registrant's
   Common Stock as may be issuable in connection with adjustments under such
   plan to reflect certain changes in the Registrant's capital structure,
   including stock dividends or stock split-ups.
   _______________

   (1)  The number of shares of Common Stock which will actually be issued
        under the Plan cannot be determined at this time, as the number of
        shares of Common Stock purchased by the Plan Administrator pursuant
        to the Plan will depend on the amount of contributions to be used to
        purchase shares of the Registrant's Common Stock in the open market
        and the prevailing market prices.

   (2)  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 100,000 shares and (2) the average of the high and
        low sales prices, $31 3/4 and $30 3/4, 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 MoneyMatch Plus Plan (the "Plan") of Thermo
   Electron Corporation, the parent company of Thermo Instrument Systems 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
             December 31, 1994.

        (b)  The Company's Current Report on Form 8-K filed with the
             Commission on March 6, 1995 with respect to events occurring on
             March 2, 1995.

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

        (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 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
   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.

                                        1
PAGE
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;

                  (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

                                        2
PAGE
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 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.

                                        3
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 INSTRUMENT SYSTEMS INC.

                                 By:  Arvin H. Smith
                                      -------------------------
                                      Arvin H. Smith, President 
                                      and Chief Executive Officer

                               POWER OF ATTORNEY

        Each of the undersigned Directors and Officers of Thermo Instrument
   Systems 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 
   Arvin H. Smith           Officer and Director        December 20, 1995
   Arvin H. Smith

                            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

                                        4
PAGE
Signature           Title                         Date

   Marshall J. Armstrong    Director                     December 20, 1995
   Marshall J. Armstrong

                            Director                     December __, 1995

   Frank Borman

   George N. Hatsopoulos    Chairman of the Board        December 20, 1995
   George N. Hatsopoulos

   Elias P. Gyftopoulos     Director                    December 20, 1995
   Elias P. Gyftopoulos

   Robert C. Howard         Director                     December 20, 1995
   Robert C. Howard

                            Director                     December __, 1995
   Frank Jungers

   Robert A. McCabe         Director                     December 20, 1995
   Robert A. McCabe

   Polyvios C. Vintiadis    Director                     December 20, 1995
   Polyvios C. Vintiadis

                                        5
PAGE
Pursuant to the requirements of the Securities Act of 1933, as
   amended, the Plan Administrator of the Thermo Electron Corporation
   MoneyMatch Plus Plan 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 20th day of
   December, 1995.

                            Thermo Electron Corporation MoneyMatch Plus Plan

                            By:  Thermo Electron Corporation,
                                 Plan Administrator

                                 By:  Jonathan W. Painter
                                      -----------------------------
                                      Jonathan W. Painter, Treasurer            
                    

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

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

                                        7