As filed with the Securities and Exchange Commission on July 25,
                                      1996

                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               THERMO VOLTEK CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                   13-1946800
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                 Identification No.)
                

                               470 Wildwood Street
                           Woburn, Massachusetts 01888
               (Address of Principal Executive Offices) (Zip Code)

                               THERMO VOLTEK CORP.
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

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

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





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

        CALCULATION OF REGISTRATION FEE


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

        Common Stock,
        $.05 par value     200,000     $16.4375   $3,287,500    $1,134
        per share                           


        (1)  Estimated solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933, as amended.  The calculation of the
        proposed maximum aggregate offering price has been based upon (i)
        the registration hereunder of an aggregate of 200,000 shares of
        the Registrant's Common Stock to be issued pursuant to options
        granted under the Plan and (ii) the average of the high and low
        sales prices, $17.00 and $15.875 respectively, of the
        Registrant's Common Stock on the American Stock Exchange on July
        23, 1996, as reported in The Wall Street Journal.
























                                          2
PAGE
<PAGE>










                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference

         The following Thermo Voltek Corp. (the "Company") documents
    previously filed with the Securities and Exchange Commission (the
    "Commission") are incorporated in this Registration Statement by
    reference:

         (1)  The Company's Annual Report on Form 10-K for the year
    ended December 30, 1995.

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

         (3)  The description of the Company's capital stock contained
    in the Company's Registration Statement on Form 8-A filed with the
    Commission pursuant to Section 12(b) of the Securities Exchange Act
    of 1934, as amended (the "Exchange Act"), including any amendment or
    report filed for the purpose of updating such description.

         In June 1996, the Company declared a three-for-two stock split
    in the form of a 50% stock dividend, payable on August 23, 1996, to
    shareholders of record as of August 9, 1996.  Distribution of the
    stock dividend is subject to shareholder approval of an increase in
    the Company's authorized stock to 25,000,000 shares, to be voted on
    at a special meeting of the Company's shareholders to be held on
    August 8, 1996.  Financial results for prior periods will be
    restated to reflect the stock dividend, if approved.  The share and
    per share data as reported in the Company's Annual Report on Form
    10-K for the year ended December 30, 1995 and Quarterly Report on
    Form 10-Q for the quarter ended March 30, 1996, incorporated herein
    by reference, have not been restated to reflect the stock split.
    The Company's Common Stock outstanding as of March 30, 1996, on a
    pro forma basis to reflect the stock split, would have been
    7,864,866.  The following table presents earnings per share and
    weighted average shares as previously filed and as amended to
    reflect the stock split:










                                      II-1
PAGE
<PAGE>










                                  Fiscal Year        Three Months Ended

                            1993     1994     1995   April 1,  March 30,
                                                       1995      1996
     As Previously Filed
     Earnings per Share:
        Primary           $  .12   $  .28   $  .60   $  .10   $  .18
                          $  .12   $  .26   $  .42   $  .08   $  .11
         Fully diluted

     Weighted Average
     Shares:              3,931    3,997     4,487    4,045    5,317
        Primary           3,931    8,912     9,027    8,967    9,095
        Fully diluted
     As Amended
     Earnings per Share:
        Primary           $  .08   $  .19   $  .40   $  .07   $  .12
        Fully diluted     $  .08   $  .17   $  .28   $  .05   $  .08

     Weighted Average
     Shares:              5,896      5,995    6,731    6,067    7,975
        Primary           5,896    13,368   13,541    13,450  13,643
        Fully diluted


         All reports or proxy statements filed by the Company pursuant
    to Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent
    to the date of this Registration Statement and prior to the filing
    of a post-effective amendment that indicates that all securities
    offered herein have been sold, or that deregisters all such
    securities then remaining unsold, shall be deemed to be incorporated
    by reference in this Registration Statement and to be a part hereof
    from the respective dates of filing such documents.

    Item 4.  Description of Securities.

         Not Applicable.

    Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock offered hereby has been passed
    upon by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr.
    Hoogasian is also the General Counsel of Thermo Electron
    Corporation, the ultimate majority stockholder of the Company.  Mr.
    Hoogasian is a full-time employee of Thermo Electron Corporation and
    owns or has the right to acquire 8,900 shares of the common stock of
    Thermedics Inc.(the direct parent of the Company) and 118,177 shares
    of  the common stock of Thermo Electron Corporation.


                                      II-2
PAGE
<PAGE>









    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.  Reference is made (a) to the Company's Certificate of
    Incorporation, filed as Exhibit 3.1 to the Company's Annual Report
    on Form 10-K for the year ended January 2, 1993 (file no. 1-10574),
    (b) the Company's By-Laws filed as Exhibit 3.2 to the Company's
    Transition Report on Form 10-K for the six months ended December 9,
    1990 (file no. 1-10574) and (c) the Company's form of
    Indemnification Agreement for Officers and Directors filed as
    Exhibit 10.13 to said Transition Report.

    Item 7.  Exemption from Registration Claimed.

         Not Applicable.

    Item 8.  Exhibits.

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

    Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

    (1)    To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement:

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

              (ii)    To reflect in the prospectus any facts or events
    arising after the effective date of the registration statement (or
    the most recent post-effective amendment thereof) which,           
    individually or in the aggregate, represent a fundamental change in
    the information set forth in the registration statement;



                                      II-3
PAGE
<PAGE>








               (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 registrant hereby undertakes that, for purposes
    of determining any liability under the Securities Act of 1933, each
    filing of the registrant's annual report pursuant to section 13(a)
    or section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan's annual report
    pursuant to section 15(d) of the Securities Exchange Act of 1934)
    that is incorporated by reference in the registration statement
    shall be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering
    thereof.

    (c)  Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing
    provisions, or otherwise, the registrant has been advised that in
    the opinion of the Securities and Exchange Commission such
    indemnification is against public policy as expressed in the Act and
    is, therefore, unenforceable.  In the event that a claim for
    indemnification against such liabilities (other than the payment by
    the registrant of expenses incurred or paid by a director, officer
    or controlling person of the registrant in the successful defense of
    any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities
    being registered, the registrant will, unless in the opinion of its
    counsel the matter has been settled by controlling precedent, submit


                                      II-4
PAGE
<PAGE>








    to a court of appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in the
    Act and will be governed by the final adjudication of such issue.

















































                                      II-5
PAGE
<PAGE>









                                  SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
    Registrant certifies that it has reasonable grounds to believe that
    it meets all of the requirements for filing on Form S-8 and has duly
    caused this Registration Statement to be signed on its behalf by the
    undersigned, thereunto duly authorized, in the City of Waltham,
    Commonwealth of Massachusetts, on the 24th day of July, 1996.

                                  THERMO VOLTEK CORP.

                                  By: /s/ John W. Wood Jr.
                                  
                                  John W. Wood Jr.
                                  President and Chief Executive Officer


                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose
    signature appears below constitutes and appoints John N.
    Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L. Lambert
    and Jonathan W. Painter, and each of them, as his true and lawful
    attorneys-in-fact and agents for the undersigned, with full power of
    substitution, for and in the name, place and stead of the
    undersigned, to sign and file with the Securities and Exchange
    Commission under the Securities Act of 1933 any and all amendments
    and exhibits to this Registration Statement and any and all
    applications and other documents to be filed with the Securities and
    Exchange Commission pertaining to the registration of the securities
    covered hereby, with full power and authority to do and perform any
    and all acts and things whatsoever requisite and necessary or
    desirable.

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


     Signature                    Title                 Date

                                  President, Chief      July 24, 1996
                                  Executive
                        /s/       Officer and Chairman
     John W. Wood Jr.             of the Board
                                  (Principal Executive
                                  Officer)
                         
     John W. Wood Jr.


                                      II-6
PAGE
<PAGE>








                                                            

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



     /s/ Paul F. Kelleher         Chief Accounting      July 24, 1996
                                  Officer
     Paul F.Kelleher             (Principal Accounting Officer)


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

     Elias P. Gyftopoulos



                                                        
    /s/ William W.Hoover          Director              July 24, 1996

        William W. Hoover



                                          
     /s/ Sandra L. Lambert        Director             July 24, 1996

        Sandra L. Lambert



                                        Director        
        Theo Melas-Kyriazi        Director            July __, 1996


    /s/ Peter Richman


        Peter Richman             Director           July 24, 1996


                                      II-7
PAGE
<PAGE>




























































                                      II-8
PAGE
<PAGE>











                                EXHIBIT INDEX



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

     4(a)            Thermo Voltek Corp.
                     Equity Incentive Plan*


     5               Opinion of Seth H.                 10
                     Hoogasian, Esq.

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

                     (Contained in his
                     opinion filed
                     as Exhibit 5)


     23(b)           Consent of Arthur                  11
                     Andersen LLP

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


         * Filed as Exhibit 10.49 to the Registrant's Annual Report on
    Form 10-K for the year ended December 31, 1994 (file no. 1-11406)
    and incorporated herein by reference. 








    AA961930010
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As filed with the Securities and Exchange Commission on July 25,
                                      1996

                                 Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                               THERMO VOLTEK CORP.
             (Exact name of registrant as specified in its charter)

              Delaware                                   13-1946800
        (State or other jurisdiction of                (I.R.S. Employer
        incorporation or organization)                 Identification No.)
                

                               470 Wildwood Street
                           Woburn, Massachusetts 01888
               (Address of Principal Executive Offices) (Zip Code)

                               THERMO VOLTEK CORP.
                              EQUITY INCENTIVE PLAN
                            (Full title of the plan)

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

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

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

        CALCULATION OF REGISTRATION FEE

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

        Common Stock,
        $.05 par value     200,000     $16.4375   $3,287,500    $1,134
        per share                           

        (1)  Estimated solely for purposes of calculating the
        registration fee pursuant to Rule 457(c) and (h) under the
        Securities Act of 1933, as amended.  The calculation of the
        proposed maximum aggregate offering price has been based upon (i)
        the registration hereunder of an aggregate of 200,000 shares of
        the Registrant's Common Stock to be issued pursuant to options
        granted under the Plan and (ii) the average of the high and low
        sales prices, $17.00 and $15.875 respectively, of the
        Registrant's Common Stock on the American Stock Exchange on July
        23, 1996, as reported in The Wall Street Journal.

                                          2
PAGE
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

    Item 3.  Incorporation of Documents by Reference

         The following Thermo Voltek Corp. (the "Company") documents
    previously filed with the Securities and Exchange Commission (the
    "Commission") are incorporated in this Registration Statement by
    reference:

         (1)  The Company's Annual Report on Form 10-K for the year
    ended December 30, 1995.

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

         (3)  The description of the Company's capital stock contained
    in the Company's Registration Statement on Form 8-A filed with the
    Commission pursuant to Section 12(b) of the Securities Exchange Act
    of 1934, as amended (the "Exchange Act"), including any amendment or
    report filed for the purpose of updating such description.

         In June 1996, the Company declared a three-for-two stock split
    in the form of a 50% stock dividend, payable on August 23, 1996, to
    shareholders of record as of August 9, 1996.  Distribution of the
    stock dividend is subject to shareholder approval of an increase in
    the Company's authorized stock to 25,000,000 shares, to be voted on
    at a special meeting of the Company's shareholders to be held on
    August 8, 1996.  Financial results for prior periods will be
    restated to reflect the stock dividend, if approved.  The share and
    per share data as reported in the Company's Annual Report on Form
    10-K for the year ended December 30, 1995 and Quarterly Report on
    Form 10-Q for the quarter ended March 30, 1996, incorporated herein
    by reference, have not been restated to reflect the stock split.
    The Company's Common Stock outstanding as of March 30, 1996, on a
    pro forma basis to reflect the stock split, would have been
    7,864,866.  The following table presents earnings per share and
    weighted average shares as previously filed and as amended to
    reflect the stock split:

                                      II-1
PAGE
Fiscal Year        Three Months Ended

                            1993     1994     1995   April 1,  March 30,
                                                       1995      1996
     As Previously Filed
     Earnings per Share:
        Primary           $  .12   $  .28   $  .60   $  .10   $  .18
                          $  .12   $  .26   $  .42   $  .08   $  .11
         Fully diluted

     Weighted Average
     Shares:              3,931    3,997     4,487    4,045    5,317
        Primary           3,931    8,912     9,027    8,967    9,095
        Fully diluted
     As Amended
     Earnings per Share:
        Primary           $  .08   $  .19   $  .40   $  .07   $  .12
        Fully diluted     $  .08   $  .17   $  .28   $  .05   $  .08

     Weighted Average
     Shares:              5,896      5,995    6,731    6,067    7,975
        Primary           5,896    13,368   13,541    13,450  13,643
        Fully diluted

         All reports or proxy statements filed by the Company pursuant
    to Sections l3(a), l3(c), 14 or 15(d) of the Exchange Act subsequent
    to the date of this Registration Statement and prior to the filing
    of a post-effective amendment that indicates that all securities
    offered herein have been sold, or that deregisters all such
    securities then remaining unsold, shall be deemed to be incorporated
    by reference in this Registration Statement and to be a part hereof
    from the respective dates of filing such documents.

    Item 4.  Description of Securities.

         Not Applicable.

    Item 5.  Interests of Named Experts and Counsel.

         The validity of the Common Stock offered hereby has been passed
    upon by Seth H. Hoogasian, Esq., General Counsel of the Company. Mr.
    Hoogasian is also the General Counsel of Thermo Electron
    Corporation, the ultimate majority stockholder of the Company.  Mr.
    Hoogasian is a full-time employee of Thermo Electron Corporation and
    owns or has the right to acquire 8,900 shares of the common stock of
    Thermedics Inc.(the direct parent of the Company) and 118,177 shares
    of  the common stock of Thermo Electron Corporation.

                                      II-2
PAGE
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.  Reference is made (a) to the Company's Certificate of
    Incorporation, filed as Exhibit 3.1 to the Company's Annual Report
    on Form 10-K for the year ended January 2, 1993 (file no. 1-10574),
    (b) the Company's By-Laws filed as Exhibit 3.2 to the Company's
    Transition Report on Form 10-K for the six months ended December 9,
    1990 (file no. 1-10574) and (c) the Company's form of
    Indemnification Agreement for Officers and Directors filed as
    Exhibit 10.13 to said Transition Report.

    Item 7.  Exemption from Registration Claimed.

         Not Applicable.

    Item 8.  Exhibits.

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

    Item 9.  Undertakings.

    (a)  The undersigned registrant hereby undertakes:

    (1)    To file, during any period in which offers or sales are being
    made, a post-effective amendment to this registration statement:

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

              (ii)    To reflect in the prospectus any facts or events
    arising after the effective date of the registration statement (or
    the most recent post-effective amendment thereof) which,           
    individually or in the aggregate, represent a fundamental change in
    the information set forth in the registration statement;

                                      II-3
PAGE
(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 registrant hereby undertakes that, for purposes
    of determining any liability under the Securities Act of 1933, each
    filing of the registrant's annual report pursuant to section 13(a)
    or section 15(d) of the Securities Exchange Act of 1934 (and, where
    applicable, each filing of an employee benefit plan's annual report
    pursuant to section 15(d) of the Securities Exchange Act of 1934)
    that is incorporated by reference in the registration statement
    shall be deemed to be a new registration statement relating to the
    securities offered therein, and the offering of such securities at
    that time shall be deemed to be the initial bona fide offering
    thereof.

    (c)  Insofar as indemnification for liabilities arising under the
    Securities Act of 1933 may be permitted to directors, officers and
    controlling persons of the registrant pursuant to the foregoing
    provisions, or otherwise, the registrant has been advised that in
    the opinion of the Securities and Exchange Commission such
    indemnification is against public policy as expressed in the Act and
    is, therefore, unenforceable.  In the event that a claim for
    indemnification against such liabilities (other than the payment by
    the registrant of expenses incurred or paid by a director, officer
    or controlling person of the registrant in the successful defense of
    any action, suit or proceeding) is asserted by such director,
    officer or controlling person in connection with the securities
    being registered, the registrant will, unless in the opinion of its
    counsel the matter has been settled by controlling precedent, submit

                                      II-4
PAGE
to a court of appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in the
    Act and will be governed by the final adjudication of such issue.

                                      II-5
PAGE
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
    Registrant certifies that it has reasonable grounds to believe that
    it meets all of the requirements for filing on Form S-8 and has duly
    caused this Registration Statement to be signed on its behalf by the
    undersigned, thereunto duly authorized, in the City of Waltham,
    Commonwealth of Massachusetts, on the 24th day of July, 1996.

                                  THERMO VOLTEK CORP.

                                  By: /s/ John W. Wood Jr.
                                  
                                  John W. Wood Jr.
                                  President and Chief Executive Officer

                              POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each individual whose
    signature appears below constitutes and appoints John N.
    Hatsopoulos, Paul F. Kelleher, Seth H. Hoogasian, Sandra L. Lambert
    and Jonathan W. Painter, and each of them, as his true and lawful
    attorneys-in-fact and agents for the undersigned, with full power of
    substitution, for and in the name, place and stead of the
    undersigned, to sign and file with the Securities and Exchange
    Commission under the Securities Act of 1933 any and all amendments
    and exhibits to this Registration Statement and any and all
    applications and other documents to be filed with the Securities and
    Exchange Commission pertaining to the registration of the securities
    covered hereby, with full power and authority to do and perform any
    and all acts and things whatsoever requisite and necessary or
    desirable.

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

     Signature                    Title                 Date

                                  President, Chief      July 24, 1996
                                  Executive
                        /s/       Officer and Chairman
     John W. Wood Jr.             of the Board
                                  (Principal Executive
                                  Officer)
                         
     John W. Wood Jr.

                                      II-6
PAGE
Vice President, Chief July 24, 1996
                                  Financial 
                    /s/           Officer and Director
     John N. Hatsopoulos          (Principal Financial
                                  Officer)
     John N. Hatsopoulos

     /s/ Paul F. Kelleher         Chief Accounting      July 24, 1996
                                  Officer
     Paul F.Kelleher             (Principal Accounting Officer)

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

     Elias P. Gyftopoulos

                                                        
    /s/ William W.Hoover          Director              July 24, 1996

        William W. Hoover

                                          
     /s/ Sandra L. Lambert        Director             July 24, 1996

        Sandra L. Lambert

                                        Director        
        Theo Melas-Kyriazi        Director            July __, 1996

    /s/ Peter Richman

        Peter Richman             Director           July 24, 1996

                                      II-7
PAGE
II-8
PAGE
EXHIBIT INDEX

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

     4(a)            Thermo Voltek Corp.
                     Equity Incentive Plan*

     5               Opinion of Seth H.                 10
                     Hoogasian, Esq.

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

                     (Contained in his
                     opinion filed
                     as Exhibit 5)

     23(b)           Consent of Arthur                  11
                     Andersen LLP

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

         * Filed as Exhibit 10.49 to the Registrant's Annual Report on
    Form 10-K for the year ended December 31, 1994 (file no. 1-11406)
    and incorporated herein by reference. 

    AA961930010