As filed with the Securities and Exchange Commission on September 16, 1999.
                                   Registration No. 333-
-------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

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

                          THE RANDERS KILLAM GROUP INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

      DELAWARE                                             38-2788025
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                   Identification Number)

                                570 Seminole Road
                            Muskegon, Michigan 49444
               (Address of Principal Executive Offices) (Zip Code)


               THE RANDERS KILLAM GROUP INC. EQUITY INCENTIVE PLAN

     THE RANDERS KILLAM GROUP INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

 THERMO ELECTRON CORPORATION - THE RANDERS KILLAM GROUP INC. NONQUALIFIED STOCK
                                   OPTION PLAN

 THERMO TERRATECH INC. - THE RANDERS KILLAM GROUP INC. NONQUALIFIED STOCK OPTION
                                      PLAN

                THERMO TERRATECH INC. DIRECTORS STOCK OPTION PLAN

            THE RANDERS KILLAM GROUP INC. INCENTIVE STOCK OPTION PLAN


                           (Full Titles of the Plans)

                          Sandra L. Lambert, Secretary
                          The Randers Killam Group Inc.
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)
                                  (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)
<PAGE>

                                   Copies to:
                    Seth H. Hoogasian, Esq., General Counsel
                          The Randers Killam Group Inc.
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE


 Title of                                      Proposed
securities         Amount       Proposed        Maximum          Amount of
  to be             to be       Maximum        Aggregate     Registration Fee
registered       registered     Offering        Offering
                                Price Per        Price
                                 Share
  Common Stock,
$.0001 par value    2,215,700     $3.375(2)   $7,477,987.50        $2,079
    per share         shares                      (2)
                       (1)


      In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this Registration Statement also covers an indeterminate number of shares of the
Registrant's  Common  Stock as may be issuable in  connection  with  adjustments
under the employee  benefit plans described herein to reflect certain changes in
the Registrant's capital structure, including stock dividends or stock splits.

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

      Name of Plan                                          No. of Shares

      The Randers Killam Group Inc.
            Equity Incentive Plan                            1,500,000

      The Randers Killam Group Inc. Deferred
            Compensation Plan for Directors                     25,000

      Thermo Electron Corporation - The Randers                300,000
            Killam Group Inc. Nonqualified Stock
            Option Plan

      Thermo TerraTech Inc. - The Randers Killam               250,000
            Group Inc. Nonqualified Stock Option Plan


      Thermo TerraTech Inc. Directors                            2,000
            Stock Option Plan

      The Randers Killam Group Inc. Incentive Stock            138,700
            Option Plan

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee in accordance  with Rule 457(h) 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
      2,215,700  shares and (2) the  average  of the high and low sales  prices,
      $3.375 and $3.375,  respectively,  of the Registrant's Common Stock on the
      American  Stock  Exchange  on  September  13,  1999  as  reported  in  the
      consolidated reporting system.



<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 the  respective  participants  in the plans  listed on the cover page of this
Registration  Statement  pursuant to Rule 428(b)(1)  under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to The Randers Killam Group Inc.


                                     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 fiscal year
                  ended April 3, 1999.

            (b)  The  Company's  Current  Report  on Form  8-K  filed  with  the
                 Commission on May 12, 1999.

            (c)  The  Company's  Current  Report  on Form  8-K  filed  with  the
                 Commission on May 25, 1999.

            (d)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended July 3, 1999.

            (e)   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 such  description may be amended from time to
                  time.

      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 of such documents.
<PAGE>


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 a
full-time  employee of Thermo  Electron  Corporation  ("Thermo  Electron"),  the
majority  stockholder of Thermo TerraTech Inc.  ("Thermo  TerraTech"),  which in
turn is the majority  stockholder of the Company,  is an officer of the Company,
Thermo TerraTech and Thermo Electron, and owns or has the right to acquire 8,000
shares of Common  Stock,  5,258 shares of the common  stock,  $.10 par value per
share,  of Thermo  TerraTech and 348,828  shares of the common stock,  $1.00 par
value per share, of Thermo Electron.

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

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      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:
<PAGE>

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

                  (ii) To reflect in the  prospectus any facts or events arising
      after the effective date of the registration statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent  a  fundamental  change  in the  information  set  forth  in the
      registration  statement.  Notwithstanding  the foregoing,  any increase or
      decrease in volume of  securities  offered (if the total  dollar  value of
      securities  offered  would not exceed that which was  registered)  and any
      deviation from the low or high end 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  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  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 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.
<PAGE>


      (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.


<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  Muskegon,  State of  Michigan,  on this 16th day of
September, 1999.

                                   THE RANDERS KILLAM GROUP INC.


                                   By:  /s/ Emil C. Herkert
                                        -------------------------------
                                        Emil C. Herkert
                                        President and Chief Executive Officer


                                POWER OF ATTORNEY

      Each of the undersigned Directors and Officers of The Randers Killam Group
Inc. hereby appoints Theo Melas-Kyriazi,  Paul F. Kelleher, Kenneth J. Apicerno,
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


/s/ Emil C. Herkert           President, Chief Executive
--------------------------    Officer and Director          September 16, 1999
Emil C. Herkert


/s/ Theo Melas-Kyriazi        Chief Financial Officer       September 16, 1999
--------------------------
Theo Melas-Kyriazi
<PAGE>


/s/ Paul F. Kelleher          Chief Accounting Officer      September 16, 1999
--------------------------
Paul F. Kelleher


/s/ John P. Appleton          Chairman of the Board         September 16, 1999
--------------------------
John P. Appleton

/s/ Thomas R. Eurich          Director                      September 16, 1999
--------------------------
Thomas R. Eurich


/s/ Susan F. Tierney          Director                      September 16, 1999
--------------------------
Susan F. Tierney


/s/ Polyvios C. Vintiadis     Director                      September 16, 1999
-------------------------
Polyvios C. Vintiadis




<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description


5                 Opinion of Seth H. Hoogasian, Esq.

23.1              Consent of Arthur Andersen LLP

23.2              Consent of Seth H. Hoogasian, Esq.
                  (contained in his opinion filed as
                  Exhibit 5).

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



<PAGE>





                                                                       EXHIBIT 5



                          The Randers Killam Group Inc.
                                570 Seminole Road
                            Muskegon, Michigan 49444




                                                  September 16, 1999

The Randers Killam Group Inc.
570 Seminole Road
Muskegon, Michigan 49444

Re:   Registration Statement on Form S-8
      Relating to 2,215,700 Shares of the Common Stock,
      $.0001 par value, of The Randers Killam Group Inc.

Dear Sirs:

      I am  General  Counsel  to The  Randers  Killam  Group  Inc.,  a  Delaware
corporation  (the  "Company"),  and have acted as counsel in connection with the
registration  under the  Securities  Act of 1933,  as amended,  on Form S-8 (the
"Registration  Statement"),  of 2,215,700  shares of the Company's Common Stock,
$.0001 par value per share (the  "Shares")  subject  to the  following  employee
benefit plans (each, a "Plan"):  The Randers Killam Group Inc. Equity  Incentive
Plan, The Randers Killam Group Inc.  Deferred  Compensation  Plan for Directors,
Thermo Electron  Corporation - The Randers Killam Group Inc.  Nonqualified Stock
Option Plan, Thermo TerraTech Inc. - The Randers Killam Group Inc.  Nonqualified
Stock Option Plan,  The Randers Killam Group Inc.  Incentive  Stock Option Plan,
and Thermo TerraTech Inc. Directors Stock Option Plan.

      I or a member of my legal staff have  reviewed the  corporate  proceedings
taken by the Company  with respect to the  authorization  of the issuance of the
Shares.  I or a member of my legal  staff have also  examined  and  relied  upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all  investigations  of law and have  discussed with the Company's
representatives   all  questions  of  fact  that  I  have  deemed  necessary  or
appropriate.

      Based upon and subject to the foregoing, I am of the opinion that:
<PAGE>

      1. The Company is a corporation  duly organized,  validly  existing and in
corporate good standing under the laws of the State of Delaware.

      2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by the Company.

      3. The Shares,  when issued and sold in accordance  with the provisions of
the applicable Plan, will be validly issued, fully paid and nonassessable.

      I hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration Statement.

                                        Very truly yours,



                                        /s/ Seth H. Hoogasian
                                        ---------------------------------
                                        Seth H. Hoogasian
                                        General Counsel


<PAGE>


                                                                    Exhibit 23.1






            Consent of Independent Public Accountants
            -----------------------------------------


     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration  statement on Form S-8 of our report dated May
11, 1999 (except  with  respect to the matters  discussed in Note 13 as to which
the date is June 1, 1999),  included in The Randers  Killam Group Inc.'s  Annual
Report on Form 10-K for the year ended April 3, 1999,  and to all  references to
our Firm included in this registration statement.


                                                Arthur Andersen LLP



Boston, Massachusetts
September 15, 1999
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21655}]
{"company-data": {"conformed-name": "RANDERS KILLAM GROUP INC", "cik": "0000830104", "assigned-sic": "8711", "irs-number": "382788025", "state-of-incorporation": "DE", "fiscal-year-end": "0403"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-87211", "film-number": "99712600"}, "business-address": {"street1": "570 SEMINOLE ROAD", "street2": "PO BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "49444", "phone": "6167330036"}, "mail-address": {"street1": "570 SEMINOLE RD", "city": "NORTON SHORES", "state": "MI", "zip": "494444"}, "former-company": {"former-conformed-name": "RANDERS GROUP INC", "date-changed": "19990203"}}
As filed with the Securities and Exchange Commission on September 16, 1999.
                                   Registration No. 333-
-------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549
                                 ---------------

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

                          THE RANDERS KILLAM GROUP INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

      DELAWARE                                             38-2788025
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                   Identification Number)

                                570 Seminole Road
                            Muskegon, Michigan 49444
               (Address of Principal Executive Offices) (Zip Code)

               THE RANDERS KILLAM GROUP INC. EQUITY INCENTIVE PLAN

     THE RANDERS KILLAM GROUP INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS

 THERMO ELECTRON CORPORATION - THE RANDERS KILLAM GROUP INC. NONQUALIFIED STOCK
                                   OPTION PLAN

 THERMO TERRATECH INC. - THE RANDERS KILLAM GROUP INC. NONQUALIFIED STOCK OPTION
                                      PLAN

                THERMO TERRATECH INC. DIRECTORS STOCK OPTION PLAN

            THE RANDERS KILLAM GROUP INC. INCENTIVE STOCK OPTION PLAN

                           (Full Titles of the Plans)

                          Sandra L. Lambert, Secretary
                          The Randers Killam Group Inc.
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)
                                  (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)
Copies to:
                    Seth H. Hoogasian, Esq., General Counsel
                          The Randers Killam Group Inc.
                         c/o Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE

 Title of                                      Proposed
securities         Amount       Proposed        Maximum          Amount of
  to be             to be       Maximum        Aggregate     Registration Fee
registered       registered     Offering        Offering
                                Price Per        Price
                                 Share
  Common Stock,
$.0001 par value    2,215,700     $3.375(2)   $7,477,987.50        $2,079
    per share         shares                      (2)
                       (1)

      In  addition,  pursuant to Rule 416(c) under the  Securities  Act of 1933,
this Registration Statement also covers an indeterminate number of shares of the
Registrant's  Common  Stock as may be issuable in  connection  with  adjustments
under the employee  benefit plans described herein to reflect certain changes in
the Registrant's capital structure, including stock dividends or stock splits.

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

      Name of Plan                                          No. of Shares

      The Randers Killam Group Inc.
            Equity Incentive Plan                            1,500,000

      The Randers Killam Group Inc. Deferred
            Compensation Plan for Directors                     25,000

      Thermo Electron Corporation - The Randers                300,000
            Killam Group Inc. Nonqualified Stock
            Option Plan

      Thermo TerraTech Inc. - The Randers Killam               250,000
            Group Inc. Nonqualified Stock Option Plan

      Thermo TerraTech Inc. Directors                            2,000
            Stock Option Plan

      The Randers Killam Group Inc. Incentive Stock            138,700
            Option Plan

(2)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee in accordance  with Rule 457(h) 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
      2,215,700  shares and (2) the  average  of the high and low sales  prices,
      $3.375 and $3.375,  respectively,  of the Registrant's Common Stock on the
      American  Stock  Exchange  on  September  13,  1999  as  reported  in  the
      consolidated reporting system.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

      The information  required by Part I is included in documents sent or given
to the  respective  participants  in the plans  listed on the cover page of this
Registration  Statement  pursuant to Rule 428(b)(1)  under the Securities Act of
1933, as amended (the "Securities Act"). As used in this Registration Statement,
the terms "Registrant" or "Company" refer to The Randers Killam Group Inc.

                                     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 fiscal year
                  ended April 3, 1999.

            (b)  The  Company's  Current  Report  on Form  8-K  filed  with  the
                 Commission on May 12, 1999.

            (c)  The  Company's  Current  Report  on Form  8-K  filed  with  the
                 Commission on May 25, 1999.

            (d)  The  Company's  Quarterly  Report on Form 10-Q for the  quarter
                 ended July 3, 1999.

            (e)   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 such  description may be amended from time to
                  time.

      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 of 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 a
full-time  employee of Thermo  Electron  Corporation  ("Thermo  Electron"),  the
majority  stockholder of Thermo TerraTech Inc.  ("Thermo  TerraTech"),  which in
turn is the majority  stockholder of the Company,  is an officer of the Company,
Thermo TerraTech and Thermo Electron, and owns or has the right to acquire 8,000
shares of Common  Stock,  5,258 shares of the common  stock,  $.10 par value per
share,  of Thermo  TerraTech and 348,828  shares of the common stock,  $1.00 par
value per share, of Thermo Electron.

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

Item 7.  Exemption from Registration Claimed.

      Not Applicable.

Item 8.  Exhibits.

      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 high end 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  information  required to be included in a  post-effective  amendment  by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission  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 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.
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  Muskegon,  State of  Michigan,  on this 16th day of
September, 1999.

                                   THE RANDERS KILLAM GROUP INC.

                                   By:  /s/ Emil C. Herkert
                                        -------------------------------
                                        Emil C. Herkert
                                        President and Chief Executive Officer

                                POWER OF ATTORNEY

      Each of the undersigned Directors and Officers of The Randers Killam Group
Inc. hereby appoints Theo Melas-Kyriazi,  Paul F. Kelleher, Kenneth J. Apicerno,
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

/s/ Emil C. Herkert           President, Chief Executive
--------------------------    Officer and Director          September 16, 1999
Emil C. Herkert

/s/ Theo Melas-Kyriazi        Chief Financial Officer       September 16, 1999
--------------------------
Theo Melas-Kyriazi
/s/ Paul F. Kelleher          Chief Accounting Officer      September 16, 1999
--------------------------
Paul F. Kelleher

/s/ John P. Appleton          Chairman of the Board         September 16, 1999
--------------------------
John P. Appleton

/s/ Thomas R. Eurich          Director                      September 16, 1999
--------------------------
Thomas R. Eurich

/s/ Susan F. Tierney          Director                      September 16, 1999
--------------------------
Susan F. Tierney

/s/ Polyvios C. Vintiadis     Director                      September 16, 1999
-------------------------
Polyvios C. Vintiadis
EXHIBIT INDEX

Exhibit
Number            Description

5                 Opinion of Seth H. Hoogasian, Esq.

23.1              Consent of Arthur Andersen LLP

23.2              Consent of Seth H. Hoogasian, Esq.
                  (contained in his opinion filed as
                  Exhibit 5).

24                Power of Attorney (see  signature  pages to this  Registration
                  Statement).
EXHIBIT 5

                          The Randers Killam Group Inc.
                                570 Seminole Road
                            Muskegon, Michigan 49444

                                                  September 16, 1999

The Randers Killam Group Inc.
570 Seminole Road
Muskegon, Michigan 49444

Re:   Registration Statement on Form S-8
      Relating to 2,215,700 Shares of the Common Stock,
      $.0001 par value, of The Randers Killam Group Inc.

Dear Sirs:

      I am  General  Counsel  to The  Randers  Killam  Group  Inc.,  a  Delaware
corporation  (the  "Company"),  and have acted as counsel in connection with the
registration  under the  Securities  Act of 1933,  as amended,  on Form S-8 (the
"Registration  Statement"),  of 2,215,700  shares of the Company's Common Stock,
$.0001 par value per share (the  "Shares")  subject  to the  following  employee
benefit plans (each, a "Plan"):  The Randers Killam Group Inc. Equity  Incentive
Plan, The Randers Killam Group Inc.  Deferred  Compensation  Plan for Directors,
Thermo Electron  Corporation - The Randers Killam Group Inc.  Nonqualified Stock
Option Plan, Thermo TerraTech Inc. - The Randers Killam Group Inc.  Nonqualified
Stock Option Plan,  The Randers Killam Group Inc.  Incentive  Stock Option Plan,
and Thermo TerraTech Inc. Directors Stock Option Plan.

      I or a member of my legal staff have  reviewed the  corporate  proceedings
taken by the Company  with respect to the  authorization  of the issuance of the
Shares.  I or a member of my legal  staff have also  examined  and  relied  upon
originals or copies, certified or otherwise authenticated to my satisfaction, of
all corporate records, documents, agreements or other instruments of the Company
and have made all  investigations  of law and have  discussed with the Company's
representatives   all  questions  of  fact  that  I  have  deemed  necessary  or
appropriate.

      Based upon and subject to the foregoing, I am of the opinion that:
1. The Company is a corporation  duly organized,  validly  existing and in
corporate good standing under the laws of the State of Delaware.

      2. The issuance and sale of the Shares as contemplated in the Registration
Statement have been duly authorized by the Company.

      3. The Shares,  when issued and sold in accordance  with the provisions of
the applicable Plan, will be validly issued, fully paid and nonassessable.

      I hereby  consent  to the  filing  of this  opinion  as  Exhibit  5 to the
Registration Statement.

                                        Very truly yours,

                                        /s/ Seth H. Hoogasian
                                        ---------------------------------
                                        Seth H. Hoogasian
                                        General Counsel
Exhibit 23.1

            Consent of Independent Public Accountants
            -----------------------------------------

     As independent public  accountants,  we hereby consent to the incorporation
by reference in this registration  statement on Form S-8 of our report dated May
11, 1999 (except  with  respect to the matters  discussed in Note 13 as to which
the date is June 1, 1999),  included in The Randers  Killam Group Inc.'s  Annual
Report on Form 10-K for the year ended April 3, 1999,  and to all  references to
our Firm included in this registration statement.

                                                Arthur Andersen LLP

Boston, Massachusetts
September 15, 1999