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 ELECTRON CORPORATION MONEYMATCH PLUS 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      250,000
     value per    shares (1)    $12 (2)    $3,000,000 (2)    $600 (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 250,000 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 MoneyMatch Plus Plan (the "Plan") of
   Thermo Electron Corporation, the parent company 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

                                        1
PAGE
<PAGE>




   the date of this Registration Statement and prior to the filing of a
   post-effective amendment that indicates that all securities offered
   herein have been sold, or that deregisters all such securities then
   remaining unsold, shall be deemed to be incorporated by reference in
   this Registration Statement and to be a part hereof from the
   respective dates of filing such documents.

   Item 4.  Description of Securities.

        Not applicable.
                                            
   Item 5.  Interests of Named Experts and Counsel.

        The validity of the Common Stock offered hereby has been passed
   upon by Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr.
   Hoogasian is also 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:

                                        2
PAGE
<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 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

                                        3
PAGE
<PAGE>




   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.











































                                        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



                                        5
PAGE
<PAGE>




          Signature            Title                          Date


   Paul F. Kelleher
   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>




   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   
                             










































                                        7
PAGE
<PAGE>




                                 EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page


   5              Opinion of Seth H. Hoogasian, Esq.             9

   23.1           Consent of Arthur Andersen LLP                 10

   23.2           Consent of Trout, Ebersole & Groff             11

   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).







































                                        8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19130}]
{"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": "033-65281", "film-number": "95603628"}, "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 ELECTRON CORPORATION MONEYMATCH PLUS 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      250,000
     value per    shares (1)    $12 (2)    $3,000,000 (2)    $600 (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 250,000 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 MoneyMatch Plus Plan (the "Plan") of
   Thermo Electron Corporation, the parent company 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

                                        1
PAGE
the date of this Registration Statement and prior to the filing of a
   post-effective amendment that indicates that all securities offered
   herein have been sold, or that deregisters all such securities then
   remaining unsold, shall be deemed to be incorporated by reference in
   this Registration Statement and to be a part hereof from the
   respective dates of filing such documents.

   Item 4.  Description of Securities.

        Not applicable.
                                            
   Item 5.  Interests of Named Experts and Counsel.

        The validity of the Common Stock offered hereby has been passed
   upon by Seth H. Hoogasian, Esq., General Counsel of the Company.  Mr.
   Hoogasian is also 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:

                                        2
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 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

                                        3
PAGE
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.

                                        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

                                        5
PAGE
Signature            Title                          Date

   Paul F. Kelleher
   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
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   
                             

                                        7
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page

   5              Opinion of Seth H. Hoogasian, Esq.             9

   23.1           Consent of Arthur Andersen LLP                 10

   23.2           Consent of Trout, Ebersole & Groff             11

   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).

                                        8