As filed with the Securities and Exchange
                        Commission on February 27, 2002.
                                                           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)

               1997 Spectra-Physics Lasers, Inc. Stock Option Plan

             2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan

                           (Full Titles of the Plans)

                Seth H. Hoogasian, Secretary and General Counsel
                           Thermo Electron Corporation
                                 81 Wyman Street
                                 P. O. Box 9046
                        Waltham, Massachusetts 02454-9046
                     (Name and Address of Agent for Service)

                                 (781) 622-1000
          (Telephone Number, Including Area Code, of Agent For Service)



                                 ---------------
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                             <C>                     <C>             <C>                             <C>
                                                    Proposed
                                                     Maximum             Proposed Maximum
   Title of securities           Amount           Offering Price         Aggregate Offering              Amount of
     to be registered        to be registered       Per Share                Price                  Registration Fee
     ----------------        ----------------       ---------                -----                  ----------------

 Common Stock, $1.00 par        2,241,444           $19.46 (2)           $43,618,500 (2)               $4,012.90
     value per share            shares (1)
</TABLE>


     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:

1997 Spectra-Physics Lasers, Inc. Stock Option Plan: 322,468 shares

2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan: 1,918,976 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 2,241,444
     shares  and (2) the  average of the high and low sales  prices,  $19.33 and
     $19.59,  respectively,  of Thermo  Electron's  common stock on the New York
     Stock  Exchange  on  February  26,  2002 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
     December 30, 2000.

(b)  Thermo Electron's Quarterly Report on Form 10-Q for the quarter ended March
     31, 2001.

(c)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     May 15, 2001.

(d)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     July 12, 2001.

(e)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 6, 2001.

(f)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 6, 2001.

(g)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended June
     30, 2001.

(h)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 9, 2001.

(i)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     October 12, 2001.
<PAGE>

(j)  Thermo  Electron's  Current  Report on Form 8-K filed  with  Commission  on
     November 2, 2001.

(k)  Thermo  Electron's  Current  Report on Form 8-K filed  with  Commission  on
     November 2, 2001.

(l)  Thermo  Electron's  Quarterly  Report  on Form 10-Q for the  quarter  ended
     September 29, 2001.

(m)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     November 16, 2001.

(n)  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.

(o)  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
John A. Piccione,  Esq.,  General Counsel of Thermo Electron.  Mr. Piccione is a
full-time  employee  of Thermo  Electron  and owns or has the  right to  acquire
65,956 shares of common stock.

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.
<PAGE>

     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.
<PAGE>

               (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>


                                   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 27th
day of February, 2002.

                                THERMO ELECTRON CORPORATION


                                By:     /s/ Richard F. Syron
                                        --------------------------
                                            Richard F. Syron
                                Its:        Chief Executive Officer and Director


                                POWER OF ATTORNEY

     Each  of  the  undersigned   Directors  and  Officers  of  Thermo  Electron
Corporation hereby appoints Theo Melas-Kyriazi,  Kenneth J. Apicerno and Seth H.
Hoogasian,  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

<TABLE>
<CAPTION>
<S>                             <C>                                     <C>
/s/ Richard F. Syron
----------------------------    Chief Executive Officer and Director    February 27, 2002
Richard F. Syron                (Principal Executive Officer)


/s/ Marijn E. Dekkers
----------------------------    President, Chief Operating Officer and  February 27, 2002
Marijn E. Dekkers               Director

/s/ Theo Melas-Kyriazi
----------------------------    Vice President and Chief Financial      February 27, 2002
Theo Melas-Kyriazi              Officer (Principal Financial Officer)

<PAGE>

/s/ Peter E. Hornstra
----------------------------    Corporate Controller and Chief          February 27, 2002
Peter E. Hornstra               Accounting Officer (Principal
                                Accounting Officer)

/s/ Peter O. Crisp
----------------------------    Director                                February 27, 2002
Peter O. Crisp

/s/ Frank Jungers
---------------------------     Director                                February 27, 2002
Frank Jungers


----------------------------    Director                                February __, 2002
John L. LaMattina

/s/ Jim P. Manzi
----------------------------    Director                                February 27, 2002
Jim P. Manzi


----------------------------    Director                                February ___, 2002
Robert A. McCabe

/s/ Hutham S. Olayan
----------------------------    Director                                February 27, 2002
Hutham S. Olayan


/s/ Robert W. O'Leary
----------------------------     Director                               February 27, 2002
Robert W. O'Leary

/s/ Michael E. Porter
----------------------------     Director                               February 27, 2002
Michael E. Porter


/s/ Elaine S. Ullian
----------------------------    Director                                February 27, 2002
Elaine S. Ullian
</TABLE>


<PAGE>






                                  EXHIBIT INDEX


Exhibit
Number          Description


     5          Opinion of John A. Piccione, Esq.

    23.1        Consent of Arthur Andersen LLP

    23.2        Consent of John A. Piccione, 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




                                                              February 27, 2002

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

     Re:  Registration Statement on Form S-8 Relating to 2,241,444 Shares of the
          Common Stock, $1.00 par value, of Thermo Electron Corporation

Dear Sirs:

     I am Deputy  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  2,241,444  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/ John A. Piccione
                                            ----------------------
                                            John A. Piccione
                                            Deputy General Counsel


<PAGE>


                                   SCHEDULE 1


               1997 Spectra-Physics Lasers, Inc. Stock Option Plan

             2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan


<PAGE>
                                                                    Exhibit 23.1


                    Consent of Independent Public Accountants


     As independent public  accountants,  we hereby consent to the incorporation
by  reference  in this  registration  statement  on Form S-8 of our report dated
February 15, 2001,  included in Thermo Electron  Corporation's  Annual Report on
Form 10-K for the year ended  December 30, 2000,  and to all  references  to our
Firm included in this registration statement.


/s/ Arthur Andersen LLP
------------------------------
Arthur Andersen LLP


Boston, Massachusetts
February 22, 2002
[{"type": "S-8", "sequence": "1", "filename": "tmos8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22109}]
{"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": "333-83470", "film-number": "02559996"}, "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 February 27, 2002.
                                                           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)

               1997 Spectra-Physics Lasers, Inc. Stock Option Plan

             2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan

                           (Full Titles of the Plans)

                Seth H. Hoogasian, Secretary and General Counsel
                           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)

                                 ---------------
CALCULATION OF REGISTRATION FEE
Proposed
                                                     Maximum             Proposed Maximum
   Title of securities           Amount           Offering Price         Aggregate Offering              Amount of
     to be registered        to be registered       Per Share                Price                  Registration Fee
     ----------------        ----------------       ---------                -----                  ----------------

 Common Stock, $1.00 par        2,241,444           $19.46 (2)           $43,618,500 (2)               $4,012.90
     value per share            shares (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:

1997 Spectra-Physics Lasers, Inc. Stock Option Plan: 322,468 shares

2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan: 1,918,976 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 2,241,444
     shares  and (2) the  average of the high and low sales  prices,  $19.33 and
     $19.59,  respectively,  of Thermo  Electron's  common stock on the New York
     Stock  Exchange  on  February  26,  2002 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
     December 30, 2000.

(b)  Thermo Electron's Quarterly Report on Form 10-Q for the quarter ended March
     31, 2001.

(c)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     May 15, 2001.

(d)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     July 12, 2001.

(e)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 6, 2001.

(f)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 6, 2001.

(g)  Thermo Electron's  Quarterly Report on Form 10-Q for the quarter ended June
     30, 2001.

(h)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     August 9, 2001.

(i)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     October 12, 2001.
(j)  Thermo  Electron's  Current  Report on Form 8-K filed  with  Commission  on
     November 2, 2001.

(k)  Thermo  Electron's  Current  Report on Form 8-K filed  with  Commission  on
     November 2, 2001.

(l)  Thermo  Electron's  Quarterly  Report  on Form 10-Q for the  quarter  ended
     September 29, 2001.

(m)  Thermo  Electron's  Current Report on Form 8-K filed with the Commission on
     November 16, 2001.

(n)  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.

(o)  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
John A. Piccione,  Esq.,  General Counsel of Thermo Electron.  Mr. Piccione is a
full-time  employee  of Thermo  Electron  and owns or has the  right to  acquire
65,956 shares of common stock.

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 27th
day of February, 2002.

                                THERMO ELECTRON CORPORATION

                                By:     /s/ Richard F. Syron
                                        --------------------------
                                            Richard F. Syron
                                Its:        Chief Executive Officer and Director

                                POWER OF ATTORNEY

     Each  of  the  undersigned   Directors  and  Officers  of  Thermo  Electron
Corporation hereby appoints Theo Melas-Kyriazi,  Kenneth J. Apicerno and Seth H.
Hoogasian,  and each of them, his true and lawful  attorneys-in-fact and agents,
with full power of  substitution,  for him and in his name,  place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file the  same,  with all
exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission,  granting unto said  attorneys-in-fact  and agents, and
each of them,  full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises,  as fully to
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
thereof.

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

Signature                       Title                                    Date
/s/ Richard F. Syron
----------------------------    Chief Executive Officer and Director    February 27, 2002
Richard F. Syron                (Principal Executive Officer)

/s/ Marijn E. Dekkers
----------------------------    President, Chief Operating Officer and  February 27, 2002
Marijn E. Dekkers               Director

/s/ Theo Melas-Kyriazi
----------------------------    Vice President and Chief Financial      February 27, 2002
Theo Melas-Kyriazi              Officer (Principal Financial Officer)
/s/ Peter E. Hornstra
----------------------------    Corporate Controller and Chief          February 27, 2002
Peter E. Hornstra               Accounting Officer (Principal
                                Accounting Officer)

/s/ Peter O. Crisp
----------------------------    Director                                February 27, 2002
Peter O. Crisp

/s/ Frank Jungers
---------------------------     Director                                February 27, 2002
Frank Jungers

----------------------------    Director                                February __, 2002
John L. LaMattina

/s/ Jim P. Manzi
----------------------------    Director                                February 27, 2002
Jim P. Manzi

----------------------------    Director                                February ___, 2002
Robert A. McCabe

/s/ Hutham S. Olayan
----------------------------    Director                                February 27, 2002
Hutham S. Olayan

/s/ Robert W. O'Leary
----------------------------     Director                               February 27, 2002
Robert W. O'Leary

/s/ Michael E. Porter
----------------------------     Director                               February 27, 2002
Michael E. Porter

/s/ Elaine S. Ullian
----------------------------    Director                                February 27, 2002
Elaine S. Ullian
EXHIBIT INDEX

Exhibit
Number          Description

     5          Opinion of John A. Piccione, Esq.

    23.1        Consent of Arthur Andersen LLP

    23.2        Consent of John A. Piccione, 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

                                                              February 27, 2002

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

     Re:  Registration Statement on Form S-8 Relating to 2,241,444 Shares of the
          Common Stock, $1.00 par value, of Thermo Electron Corporation

Dear Sirs:

     I am Deputy  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  2,241,444  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/ John A. Piccione
                                            ----------------------
                                            John A. Piccione
                                            Deputy General Counsel
SCHEDULE 1

               1997 Spectra-Physics Lasers, Inc. Stock Option Plan

             2000 Spectra-Physics Lasers, Inc. Stock Incentive Plan
Exhibit 23.1

                    Consent of Independent Public Accountants

     As independent public  accountants,  we hereby consent to the incorporation
by  reference  in this  registration  statement  on Form S-8 of our report dated
February 15, 2001,  included in Thermo Electron  Corporation's  Annual Report on
Form 10-K for the year ended  December 30, 2000,  and to all  references  to our
Firm included in this registration statement.

/s/ Arthur Andersen LLP
------------------------------
Arthur Andersen LLP

Boston, Massachusetts
February 22, 2002