As filed with the Securities and Exchange Commission on August 14, 2000.
                                                           Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

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

                           THERMO ELECTRON CORPORATION
             (Exact name of registrant as specified in its charter)
                                 ---------------

 DELAWARE                                                             04-2209186
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
               (Address of Principal Executive Offices) (Zip Code)

               THERMOLASE CORPORATION DIRECTORS STOCK OPTION PLAN

                  THERMOLASE CORPORATION EQUITY INCENTIVE PLAN

              THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION PLAN

             THERMOLASE CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN

         THERMOLASE CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS

 THERMO ELECTRON CORPORATION - THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION
                                      PLAN

 THERMOTREX CORPORATION - THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION PLAN

     THERMOTREX CORPORATION DIRECTORS STOCK OPTION PLAN (THERMOLASE SHARES)


                           (Full Titles of the Plans)


<PAGE>


                          Sandra L. Lambert, Secretary
                           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
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE

 Title of            Amount       Proposed    Proposed Maximum       Amount of
 securities           to be        Maximum        Aggregate         Registration
to be registered    registered     Offering     Offering Price          Fee
                                  Price Per
                                    Share
  Common Stock,      177,267     $21.125 (2)  $3,744,765.375 (2)       $989
 $1.00 par value      shares
    per share          (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
Thermo Electron's common stock as may be issuable in connection with adjustments
under the employee  benefit plans described herein to reflect certain changes in
Thermo Electron's capital structure, including stock dividends or stock splits.

(1)  The shares  registered  hereunder  are divided  among the various plans set
     forth below:

ThermoLase Corporation Directors Stock Option Plan: 16,685 shares

ThermoLase Corporation Equity Incentive Plan: 49,253 shares

ThermoLase Corporation Nonqualified Stock Option Plan: 81,272 shares

ThermoLase Corporation Employees Equity Incentive Plan: 7,635 shares

ThermoLase Corporation Deferred Compensation Plan for Directors: 665 shares

Thermo Electron Corporation - ThermoLase  Corporation  Nonqualified Stock Option
Plan: 16,312 shares

ThermoTrex Corporation - ThermoLase Corporation  Nonqualified Stock Option Plan:
5,280 shares

ThermoTrex  Corporation  Directors Stock Option Plan  (ThermoLase  shares):  165
shares



(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 177,267
     shares and (2) the average of the high and low sales  prices,  $21.4375 and
     $20.8125,  respectively,  of Thermo Electron's common stock on the New York
     Stock  Exchange  on  August  10,  2000  as  reported  in  the  consolidated
     transaction 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  registered  hereunder  pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      Thermo Electron 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,  and in accordance  therewith  files reports,  proxy  statements and
other  information  with the Securities and Exchange  Commission.  The following
documents,  which  are on file with the  Commission,  are  incorporated  in this
Registration Statement by reference:

      (a)   Thermo  Electron's  Annual  Report on Form 10-K for the fiscal  year
            ended January 1, 2000, as amended.

      (b)   Thermo  Electron's  Quarterly  Report on Form  10-Q for the  quarter
            ended April 1, 2000.

      (c)   Thermo  Electron's  Quarterly  Report on Form  10-Q for the  quarter
            ended July 1, 2000.

      (d)   Thermo  Electron's  Current  Reports  on Form  8-K  filed  with  the
            Commission on February 1, 2000, May 2, 2000, June 14, 2000, June 30,
            2000, July 11, 2000 and August 3, 2000.

      (e)   The  description  of the common  stock which is  contained in Thermo
            Electron's  Registration  Statement  on Form  8-A  filed  under  the
            Exchange Act, as such description may be amended from time to time.

      (f)   The description of Thermo Electron's Preferred Stock Purchase Rights
            which is contained in Thermo  Electron'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 Thermo  Electron  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 Thermo Electron. Mr. Hoogasian is a
full-time  employee of Thermo Electron,  is an officer of Thermo  Electron,  and
owns or has the right to  acquire  421,171  shares of  common  stock and  71,973
shares of the common stock of Thermo Electron's subsidiaries.

Item 6.  Indemnification of Directors and Officers.

      The Delaware General Corporation Law and Thermo Electron's  Certificate of
Incorporation  and By-Laws  limit the monetary  liability of directors to Thermo
Electron  and to its  stockholders  and  provide for  indemnification  of Thermo
Electron'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 Thermo  Electron  and,  with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable   cause  to  believe  were   unlawful.   Thermo   Electron  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  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;
<PAGE>

               (ii) To reflect  in the  prospectus  any facts or events  arising
          after the effective  date of the  registration  statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  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 Thermo  Electron  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
Thermo  Electron'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
Thermo  Electron  pursuant to the foregoing  provisions,  or  otherwise,  Thermo
Electron  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 Thermo Electron of expenses
incurred or paid by a director, officer or controlling person of Thermo Electron
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,  Thermo  Electron  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>


<PAGE>


                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Act  of  1933,  Thermo
Electron  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 14th
day of August, 2000.

                                   THERMO ELECTRON CORPORATION


                                   By:  /s/ Richard F. Syron
                                        ---------------------------------------
                                        Richard F. Syron
                                   Its: President, Chief Executive Officer
                                        and Chairman of the Board of Directors


                                POWER OF ATTORNEY

      Each  of  the  undersigned  Directors  and  Officers  of  Thermo  Electron
Corporation  hereby appoints Theo  Melas-Kyriazi,  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
     ---------                             -----                      ----
                                   President, Chief Executive    August 14, 2000
                                   Officer and Director
/s/ Richard F. Syron               (Principal Executive Officer)
---------------------------------
Richard F. Syron

                                   Chief Financial Officer       August 14, 2000
                                   (Principal Financial and
/s/ Theo Melas-Kyriazi             Accounting Officer)
---------------------------------
Theo Melas-Kyriazi


<PAGE>



/s/ Samuel W. Bodman               Director                      August 14, 2000
---------------------------------
Samuel W. Bodman

/s/ Peter O. Crisp                 Director                      August 14, 2000
---------------------------------
Peter O. Crisp

                                   Director                      August 14, 2000
---------------------------------
Marijn Dekkers

/s/ Elias P. Gyftopoulos           Director                      August 14, 2000
---------------------------------
Elias P. Gyftopoulos

                                   Director                      August 14, 2000
---------------------------------
Frank Jungers

/s/ Jim P. Manzi                   Director                      August 14, 2000
---------------------------------
Jim P. Manzi

                                   Director                      August 14, 2000
---------------------------------
Robert A. McCabe

/s/ Hutham S. Olayan               Director                      August 14, 2000
---------------------------------
Hutham S. Olayan

                                   Director                      August 14, 2000
---------------------------------
Robert W. O'Leary


<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



                           Thermo Electron Corporation
                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046




                                                      August 14, 2000

Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046

     Re:  Registration  Statement on Form S-8 Relating to 177,267  Shares of the
          Common Stock, $1.00 par value, of Thermo Electron Corporation
          ----------------------------------------------------------------------

Dear Sirs:

      I  am  General  Counsel  to  Thermo  Electron   Corporation,   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 177,267 shares of Thermo Electron's Common Stock,
$1.00 par value per share (the  "Shares")  subject to the stock plans  listed on
Schedule 1 hereto (collectively, the "Plans").

      I or a member of my legal staff have  reviewed the  corporate  proceedings
taken by Thermo  Electron 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 Thermo
Electron and have made all  investigations of law and have discussed with Thermo
Electron'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. Thermo Electron is a corporation 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 Thermo Electron.

      3. The Shares,  when issued and sold in accordance  with the provisions of
the respective Plans, will be validly issued, fully paid and nonassessable.
<PAGE>

      This  opinion is  limited to the  applicable  provisions  of the  Delaware
Constitution,  the General  Corporation Law of the State of Delaware  ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

      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>


                                   SCHEDULE 1


               ThermoLase Corporation Directors Stock Option Plan

                  ThermoLase Corporation Equity Incentive Plan

              ThermoLase Corporation Nonqualified Stock Option Plan

             ThermoLase Corporation Employees Equity Incentive Plan

         ThermoLase Corporation Deferred Compensation Plan for Directors

 Thermo Electron Corporation - ThermoLase Corporation Nonqualified Stock Option
                                      Plan

 ThermoTrex Corporation - ThermoLase Corporation Nonqualified Stock Option Plan

     ThermoTrex Corporation Directors Stock Option Plan (ThermoLase shares)




<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 reports  dated
February 17, 2000 (except for the matters  discussed in Note 17, as to which the
date is March 7, 2000), included in Thermo Electron  Corporation's Annual Report
on Form 10-K for the year ended  January 1, 2000,  and to all  references to our
Firm included in this registration statement.



Arthur Andersen LLP



Boston, Massachusetts
August 9, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22738}]
{"company-data": {"conformed-name": "THERMO ELECTRON CORP", "cik": "0000097745", "assigned-sic": "3829", "irs-number": "042209186", "state-of-incorporation": "DE", "fiscal-year-end": "0102"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43702", "film-number": "698392"}, "business-address": {"street1": "81 WYMAN ST", "street2": "P O BOX 9046", "city": "WALTHAM", "state": "MA", "zip": "02454-9046", "phone": "7816221000"}}
As filed with the Securities and Exchange Commission on August 14, 2000.
                                                           Registration No. 333-
          -------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION

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

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

                           THERMO ELECTRON CORPORATION
             (Exact name of registrant as specified in its charter)
                                 ---------------

 DELAWARE                                                             04-2209186
(State or other jurisdiction of                                 (I.R.S. Employer
 incorporation or organization)                           Identification Number)

                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046
               (Address of Principal Executive Offices) (Zip Code)

               THERMOLASE CORPORATION DIRECTORS STOCK OPTION PLAN

                  THERMOLASE CORPORATION EQUITY INCENTIVE PLAN

              THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION PLAN

             THERMOLASE CORPORATION EMPLOYEES EQUITY INCENTIVE PLAN

         THERMOLASE CORPORATION DEFERRED COMPENSATION PLAN FOR DIRECTORS

 THERMO ELECTRON CORPORATION - THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION
                                      PLAN

 THERMOTREX CORPORATION - THERMOLASE CORPORATION NONQUALIFIED STOCK OPTION PLAN

     THERMOTREX CORPORATION DIRECTORS STOCK OPTION PLAN (THERMOLASE SHARES)

                           (Full Titles of the Plans)
Sandra L. Lambert, Secretary
                           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
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046

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

                         CALCULATION OF REGISTRATION FEE

 Title of            Amount       Proposed    Proposed Maximum       Amount of
 securities           to be        Maximum        Aggregate         Registration
to be registered    registered     Offering     Offering Price          Fee
                                  Price Per
                                    Share
  Common Stock,      177,267     $21.125 (2)  $3,744,765.375 (2)       $989
 $1.00 par value      shares
    per share          (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
Thermo Electron's common stock as may be issuable in connection with adjustments
under the employee  benefit plans described herein to reflect certain changes in
Thermo Electron's capital structure, including stock dividends or stock splits.

(1)  The shares  registered  hereunder  are divided  among the various plans set
     forth below:

ThermoLase Corporation Directors Stock Option Plan: 16,685 shares

ThermoLase Corporation Equity Incentive Plan: 49,253 shares

ThermoLase Corporation Nonqualified Stock Option Plan: 81,272 shares

ThermoLase Corporation Employees Equity Incentive Plan: 7,635 shares

ThermoLase Corporation Deferred Compensation Plan for Directors: 665 shares

Thermo Electron Corporation - ThermoLase  Corporation  Nonqualified Stock Option
Plan: 16,312 shares

ThermoTrex Corporation - ThermoLase Corporation  Nonqualified Stock Option Plan:
5,280 shares

ThermoTrex  Corporation  Directors Stock Option Plan  (ThermoLase  shares):  165
shares

(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 177,267
     shares and (2) the average of the high and low sales  prices,  $21.4375 and
     $20.8125,  respectively,  of Thermo Electron's common stock on the New York
     Stock  Exchange  on  August  10,  2000  as  reported  in  the  consolidated
     transaction 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  registered  hereunder  pursuant to
Rule 428(b)(1) under the Securities Act of 1933, as amended.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      Thermo Electron 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,  and in accordance  therewith  files reports,  proxy  statements and
other  information  with the Securities and Exchange  Commission.  The following
documents,  which  are on file with the  Commission,  are  incorporated  in this
Registration Statement by reference:

      (a)   Thermo  Electron's  Annual  Report on Form 10-K for the fiscal  year
            ended January 1, 2000, as amended.

      (b)   Thermo  Electron's  Quarterly  Report on Form  10-Q for the  quarter
            ended April 1, 2000.

      (c)   Thermo  Electron's  Quarterly  Report on Form  10-Q for the  quarter
            ended July 1, 2000.

      (d)   Thermo  Electron's  Current  Reports  on Form  8-K  filed  with  the
            Commission on February 1, 2000, May 2, 2000, June 14, 2000, June 30,
            2000, July 11, 2000 and August 3, 2000.

      (e)   The  description  of the common  stock which is  contained in Thermo
            Electron's  Registration  Statement  on Form  8-A  filed  under  the
            Exchange Act, as such description may be amended from time to time.

      (f)   The description of Thermo Electron's Preferred Stock Purchase Rights
            which is contained in Thermo  Electron'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 Thermo  Electron  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 Thermo Electron. Mr. Hoogasian is a
full-time  employee of Thermo Electron,  is an officer of Thermo  Electron,  and
owns or has the right to  acquire  421,171  shares of  common  stock and  71,973
shares of the common stock of Thermo Electron's subsidiaries.

Item 6.  Indemnification of Directors and Officers.

      The Delaware General Corporation Law and Thermo Electron's  Certificate of
Incorporation  and By-Laws  limit the monetary  liability of directors to Thermo
Electron  and to its  stockholders  and  provide for  indemnification  of Thermo
Electron'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 Thermo  Electron  and,  with
respect to any criminal action or proceeding, actions that the indemnitee had no
reasonable   cause  to  believe  were   unlawful.   Thermo   Electron  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  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 Thermo  Electron  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
Thermo  Electron'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
Thermo  Electron  pursuant to the foregoing  provisions,  or  otherwise,  Thermo
Electron  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 Thermo Electron of expenses
incurred or paid by a director, officer or controlling person of Thermo Electron
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,  Thermo  Electron  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,  Thermo
Electron  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 14th
day of August, 2000.

                                   THERMO ELECTRON CORPORATION

                                   By:  /s/ Richard F. Syron
                                        ---------------------------------------
                                        Richard F. Syron
                                   Its: President, Chief Executive Officer
                                        and Chairman of the Board of Directors

                                POWER OF ATTORNEY

      Each  of  the  undersigned  Directors  and  Officers  of  Thermo  Electron
Corporation  hereby appoints Theo  Melas-Kyriazi,  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
     ---------                             -----                      ----
                                   President, Chief Executive    August 14, 2000
                                   Officer and Director
/s/ Richard F. Syron               (Principal Executive Officer)
---------------------------------
Richard F. Syron

                                   Chief Financial Officer       August 14, 2000
                                   (Principal Financial and
/s/ Theo Melas-Kyriazi             Accounting Officer)
---------------------------------
Theo Melas-Kyriazi
/s/ Samuel W. Bodman               Director                      August 14, 2000
---------------------------------
Samuel W. Bodman

/s/ Peter O. Crisp                 Director                      August 14, 2000
---------------------------------
Peter O. Crisp

                                   Director                      August 14, 2000
---------------------------------
Marijn Dekkers

/s/ Elias P. Gyftopoulos           Director                      August 14, 2000
---------------------------------
Elias P. Gyftopoulos

                                   Director                      August 14, 2000
---------------------------------
Frank Jungers

/s/ Jim P. Manzi                   Director                      August 14, 2000
---------------------------------
Jim P. Manzi

                                   Director                      August 14, 2000
---------------------------------
Robert A. McCabe

/s/ Hutham S. Olayan               Director                      August 14, 2000
---------------------------------
Hutham S. Olayan

                                   Director                      August 14, 2000
---------------------------------
Robert W. O'Leary
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

                           Thermo Electron Corporation
                                 81 Wyman Street
                        Waltham, Massachusetts 02454-9046

                                                      August 14, 2000

Thermo Electron Corporation
81 Wyman Street
Waltham, Massachusetts 02454-9046

     Re:  Registration  Statement on Form S-8 Relating to 177,267  Shares of the
          Common Stock, $1.00 par value, of Thermo Electron Corporation
          ----------------------------------------------------------------------

Dear Sirs:

      I  am  General  Counsel  to  Thermo  Electron   Corporation,   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 177,267 shares of Thermo Electron's Common Stock,
$1.00 par value per share (the  "Shares")  subject to the stock plans  listed on
Schedule 1 hereto (collectively, the "Plans").

      I or a member of my legal staff have  reviewed the  corporate  proceedings
taken by Thermo  Electron 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 Thermo
Electron and have made all  investigations of law and have discussed with Thermo
Electron'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. Thermo Electron is a corporation 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 Thermo Electron.

      3. The Shares,  when issued and sold in accordance  with the provisions of
the respective Plans, will be validly issued, fully paid and nonassessable.
This  opinion is  limited to the  applicable  provisions  of the  Delaware
Constitution,  the General  Corporation Law of the State of Delaware  ("Delaware
Law") and reported judicial decisions interpreting Delaware Law.

      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
SCHEDULE 1

               ThermoLase Corporation Directors Stock Option Plan

                  ThermoLase Corporation Equity Incentive Plan

              ThermoLase Corporation Nonqualified Stock Option Plan

             ThermoLase Corporation Employees Equity Incentive Plan

         ThermoLase Corporation Deferred Compensation Plan for Directors

 Thermo Electron Corporation - ThermoLase Corporation Nonqualified Stock Option
                                      Plan

 ThermoTrex Corporation - ThermoLase Corporation Nonqualified Stock Option Plan

     ThermoTrex Corporation Directors Stock Option Plan (ThermoLase shares)
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 reports  dated
February 17, 2000 (except for the matters  discussed in Note 17, as to which the
date is March 7, 2000), included in Thermo Electron  Corporation's Annual Report
on Form 10-K for the year ended  January 1, 2000,  and to all  references to our
Firm included in this registration statement.

Arthur Andersen LLP

Boston, Massachusetts
August 9, 2000