As filed with the Securities and Exchange Commission on April 7, 1995.
                                                   Registration No. 033-      
   _____________________________________________________________________________



                        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
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)


           COLEMAN RESEARCH CORPORATION NON-QUALIFIED STOCK OPTION PLAN
                               (Full Title of Plan)


                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)


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





                          CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________
                                               

     Title of                 Proposed       Proposed
    securities   Amount to     Maximum       Maximum       Amount of
       to be         be       Offering      aggregate     registration
    registered   registered   Price Per   offering price      fee
                                Share
   Common                                                       
   Stock, $1.00    135,241    $49.875(1)  $6,745,145(1)    $2,326(1)
   par value
   per share

        In addition, pursuant to Rule 416 under the Securities Act of 1933, this
   Registration Statement also covers an indeterminate number of shares of the
   Registrant's Common Stock as may be issuable in connection with adjustments
   under the Coleman Research Corporation Non-qualified Stock Option Plan to
   reflect certain changes in the Registrant's capital structure, including
   stock dividends or stock split-ups. 

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 135,241 shares and (2) the average of the high and low sales prices,
        $50 1/4 and $49 1/2, respectively, of the Registrant's Common Stock on
        the New York Stock Exchange on April 6, 1995 as reported in The Wall
        Street Journal. 



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

























                                        2
PAGE
<PAGE>




                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Coleman Research Corporation Non-qualified Stock
   Option Plan dated January 1, 1990 by Thermo Electron Corporation (the
   "Registrant" or the "Company") pursuant to Rule 428(b) (1) under the
   Securities Act of 1933, as amended (the "Securities Act").


                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994.

        (b)  The Registrant's Current Report on Form 8-K with respect to events
   occurring on March 2, 1995. 

        (b)  The description of the Registrant's Common Stock, contained in the
   Registrant's Registration Statement on Form 8-A, as amended, and the
   description of the Registrant's Preferred Stock Purchase Rights contained in
   the Registrant's Registration Statement on Form 8-A, as amended.

        All reports or proxy statements filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 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 a
   full-time employee of the Company and owns or has the right to acquire,
   pursuant to the exercise of stock options, shares of the Common Stock of the
   Company and of certain of its subsidiaries, the fair market value of which
   exceeds $50,000.

                                        3
PAGE
<PAGE>





   Item 6.  Indemnification of Directors and Officers. 

        Section 145 of the General Corporation Law of the State of Delaware, as
   amended, gives Delaware corporations the power to indemnify each of their
   present and former directors or officers under certain circumstances, if such
   person acted in good faith and in a  manner which he reasonably believed to
   be in or not opposed to the best interests of the corporation.

        Article Thirteenth of the Registrant's Amended and Restated Certificate
   of Incorporation provides that no director of the Registrant shall be liable
   for any breach of fiduciary duty, except to the extent that the Delaware
   General Corporation Law prohibits the elimination or limitation of liability
   of directors for breach of fiduciary duty.

        Article Ninth of the Registrant's Amended and Restated Certificate of
   Incorporation provides that a director or officer of the Registrant (a) shall
   be indemnified by the Registrant against all expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement incurred in connection
   with any litigation or other legal proceeding (other than action by or in the
   right of the Registrant) brought against him by virtue of his position as a
   director or officer of the Registrant if he acted in good faith and in a
   manner he reasonably believed to be in, or not opposed to, the best interests
   of the Registrant and with respect to any criminal action or proceeding, had
   no reasonable cause to believe his conduct was unlawful and (b) shall be
   indemnified by the Registrant against all expenses (including attorneys'
   fees) and amounts paid in settlement incurred in connection with any action
   by or in the right of the Registrant brought against him by virtue of his
   position as a director or officer of the Registrant if he acted in good faith
   and in a manner he reasonably believed to be in, or not opposed to, the best
   interests of the Registrant, except that no indemnification shall be made
   with respect to any matter as to which such person shall have been adjudged
   to be liable to the Registrant, unless a court determines that, despite such
   adjudication but in view of all of the circumstances, he is entitled to
   indemnification of such expenses.  Notwithstanding the foregoing, to the
   extent that a director or officer has been successful, on the merits or
   otherwise, including, without limitation, the dismissal of an action without
   prejudice, he is required to be indemnified by the Registrant against all
   expenses (including attorneys' fees) incurred in connection therewith.
   Expenses may be advanced to a director or officer at his request, provided
   that he undertakes to repay the amount advanced if it is ultimately
   determined that he is not entitled to indemnification for such expenses.
   Indemnification shall be made by the Registrant (unless ordered by a court)
   only upon a determination that the applicable standard of conduct required
   for indemnification has been met.  Article Ninth of the Registrant's Amended
   and Restated Certificate of Incorporation further provides that the
   indemnification provided therein is not exclusive.  The Registrant has
   indemnification agreements with its directors and officers that provide for
   the maximum indemnification allowed by law.

        The Registrant maintains officers' and directors' insurance covering
   certain liabilities that may be incurred by officers and directors in the
   performance of their duties.

   Item 7.  Exemption of Registration Claimed.

        Not Applicable.

                                        4
PAGE
<PAGE>





   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 in 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;

                  (iii)To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

                       Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

        (b)  The undersigned hereby undertakes that, for purposes of determining
   any liability under the Securities Act of 1933, each filing of the
   Registrant's annual report pursuant to section 13(a) or section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement


                                        5
PAGE
<PAGE>




   relating to the securities offered herein, and the offering of such
   securities at that time shall be the initial bona fide offering thereof. 

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







































                                        6
PAGE
<PAGE>




                                    SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it meets
   all of the requirements for filing on Form S-8 and has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Waltham, Commonwealth of
   Massachusetts, on this 7th day of April, 1995.

                                 THERMO ELECTRON CORPORATION


                                 By:  George N. Hatsopoulos
                                      -------------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer


                                 POWER OF ATTORNEY

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

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

           Signature                    Title                  Date
           ---------                    -----                  ----

                             President, Chief Executive
                             Officer, Chairman of the
   George N. Hatsopoulos     Board of Directors            April 7, 1995
   ------------------------
   George N. Hatsopoulos

                                                          
                             Executive Vice President
   John N. Hatsopoulos       and Chief Financial Officer   April 7, 1995
   ------------------------
   John N. Hatsopoulos


                             Vice President, Finance
   Paul F. Kelleher          (Chief Accounting Officer)    April 7, 1995
   ------------------------
   Paul F. Kelleher



                                        7
PAGE
<PAGE>




           Signature                    Title                  Date
           ---------                    -----                  ----


   John M. Albertine         Director                      April 7, 1995
   ------------------------

   John M. Albertine

   Peter O. Crisp            Director                      April 7, 1995
   ------------------------

   Peter O. Crisp


   Elias P. Gyftopoulos      Director                      April 7, 1995
   ------------------------
   Elias P. Gyftopoulos


   Frank Jungers             Director                      April 7, 1995
   ------------------------
   Frank Jungers


   Robert A. McCabe          Director                      April 7, 1995
   ------------------------
   Robert A. McCabe


   Frank E. Morris           Director                      April 7, 1995
   ------------------------
   Frank E. Morris


   Donald E. Noble           Director                      April 7, 1995
   ------------------------
   Donald E. Noble


   Hutham S. Olayan          Director                      April 7, 1995
   ------------------------
   Hutham S. Olayan


   Roger D. Wellington       Director                      April 7, 1995
   ------------------------
   Roger D. Wellington




















                                        8
PAGE
<PAGE>




                                   EXHIBIT INDEX


   Exhibit 
   Number         Description                                  Page
   ------         -----------                                  ----

   4.1            Restated Certificate of 
                  Incorporation of the Registrant (incor-
                  porated herein by reference Exhibit 3.1
                  to the Registrant's Annual Report on Form
                  10-K for the fiscal year ended December
                  31, 1994 (File No. 1-8002)).

   4.2            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to 
                  Exhibit 3.2 to the Registrant's Annual 
                  Report on Form 10-K for the fiscal year 
                  ended January 1, 1994 (File No. 1-8002)).

   4.3            Rights Agreement dated as of May 4, 1988 
                  between the Registrant and The First 
                  National Bank of Boston, which includes 
                  as Exhibit A the Form of Certificate of 
                  Designations, as Exhibit B the Form of 
                  Rights Certificate, and as Exhibit C the 
                  Summary of Rights to Purchase Preferred 
                  Stock (incorporated herein by reference 
                  to Exhibit 1 to the Registrant's 
                  Registration Statement on Form 8-A, 
                  declared effective by the Commission 
                  on June 25, 1988 (File No. 1-8002)).

   4.4            Coleman Research Corporation Nonqualified
                  Stock Option Plan                             10

   5.1            Opinion of Seth H. Hoogasian, Esq.            16

   23.1           Consent of Arthur Andersen LLP                17

   23.2           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

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













                                        9
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As filed with the Securities and Exchange Commission on April 7, 1995.
                                                   Registration No. 033-      
   _____________________________________________________________________________

                        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
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                (Address of Principal Executive Offices) (Zip Code)

           COLEMAN RESEARCH CORPORATION NON-QUALIFIED STOCK OPTION PLAN
                               (Full Title of Plan)

                           Sandra L. Lambert, Secretary
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046
                      (Name and Address of Agent for Service)

                                    Copies to:
                     Seth H. Hoogasian, Esq., General Counsel
                            Thermo Electron Corporation
                                  81 Wyman Street
                                  P. O. Box 9046
                         Waltham, Massachusetts 02254-9046

                                   (617) 622-1000
           (Telephone Number, Including Area Code, of Agent For Service)

                                  ---------------
PAGE
CALCULATION OF REGISTRATION FEE
   _____________________________________________________________________________
                                               

     Title of                 Proposed       Proposed
    securities   Amount to     Maximum       Maximum       Amount of
       to be         be       Offering      aggregate     registration
    registered   registered   Price Per   offering price      fee
                                Share
   Common                                                       
   Stock, $1.00    135,241    $49.875(1)  $6,745,145(1)    $2,326(1)
   par value
   per share

        In addition, pursuant to Rule 416 under the Securities Act of 1933, this
   Registration Statement also covers an indeterminate number of shares of the
   Registrant's Common Stock as may be issuable in connection with adjustments
   under the Coleman Research Corporation Non-qualified Stock Option Plan to
   reflect certain changes in the Registrant's capital structure, including
   stock dividends or stock split-ups. 

   (1)  Estimated solely for the purpose of calculating the amount of the
        registration fee in accordance with Rule 457(g) under the Securities Act
        of 1933.  The calculation of the proposed maximum aggregate offering
        price has been based upon (1) the registration hereunder of an aggregate
        of 135,241 shares and (2) the average of the high and low sales prices,
        $50 1/4 and $49 1/2, respectively, of the Registrant's Common Stock on
        the New York Stock Exchange on April 6, 1995 as reported in The Wall
        Street Journal. 

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

                                        2
PAGE
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

        The information required by Part I is included in documents sent or
   given to participants in the Coleman Research Corporation Non-qualified Stock
   Option Plan dated January 1, 1990 by Thermo Electron Corporation (the
   "Registrant" or the "Company") pursuant to Rule 428(b) (1) under the
   Securities Act of 1933, as amended (the "Securities Act").

                                      PART II

                INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.  Incorporation of Documents by Reference.

        The Registrant is subject to the informational and reporting
   requirements of Sections 13(a), 13(c), 14 and 15(d) of the Securities
   Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
   therewith files reports, proxy statements and other information with the
   Securities and Exchange Commission (the "Commission").  The following
   documents, which are on file with the Commission, are incorporated in this
   Registration Statement by reference:

        (a)  The Registrant's Annual Report on Form 10-K for the fiscal year
   ended December 31, 1994.

        (b)  The Registrant's Current Report on Form 8-K with respect to events
   occurring on March 2, 1995. 

        (b)  The description of the Registrant's Common Stock, contained in the
   Registrant's Registration Statement on Form 8-A, as amended, and the
   description of the Registrant's Preferred Stock Purchase Rights contained in
   the Registrant's Registration Statement on Form 8-A, as amended.

        All reports or proxy statements filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to 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 a
   full-time employee of the Company and owns or has the right to acquire,
   pursuant to the exercise of stock options, shares of the Common Stock of the
   Company and of certain of its subsidiaries, the fair market value of which
   exceeds $50,000.

                                        3
PAGE
Item 6.  Indemnification of Directors and Officers. 

        Section 145 of the General Corporation Law of the State of Delaware, as
   amended, gives Delaware corporations the power to indemnify each of their
   present and former directors or officers under certain circumstances, if such
   person acted in good faith and in a  manner which he reasonably believed to
   be in or not opposed to the best interests of the corporation.

        Article Thirteenth of the Registrant's Amended and Restated Certificate
   of Incorporation provides that no director of the Registrant shall be liable
   for any breach of fiduciary duty, except to the extent that the Delaware
   General Corporation Law prohibits the elimination or limitation of liability
   of directors for breach of fiduciary duty.

        Article Ninth of the Registrant's Amended and Restated Certificate of
   Incorporation provides that a director or officer of the Registrant (a) shall
   be indemnified by the Registrant against all expenses (including attorneys'
   fees), judgments, fines and amounts paid in settlement incurred in connection
   with any litigation or other legal proceeding (other than action by or in the
   right of the Registrant) brought against him by virtue of his position as a
   director or officer of the Registrant if he acted in good faith and in a
   manner he reasonably believed to be in, or not opposed to, the best interests
   of the Registrant and with respect to any criminal action or proceeding, had
   no reasonable cause to believe his conduct was unlawful and (b) shall be
   indemnified by the Registrant against all expenses (including attorneys'
   fees) and amounts paid in settlement incurred in connection with any action
   by or in the right of the Registrant brought against him by virtue of his
   position as a director or officer of the Registrant if he acted in good faith
   and in a manner he reasonably believed to be in, or not opposed to, the best
   interests of the Registrant, except that no indemnification shall be made
   with respect to any matter as to which such person shall have been adjudged
   to be liable to the Registrant, unless a court determines that, despite such
   adjudication but in view of all of the circumstances, he is entitled to
   indemnification of such expenses.  Notwithstanding the foregoing, to the
   extent that a director or officer has been successful, on the merits or
   otherwise, including, without limitation, the dismissal of an action without
   prejudice, he is required to be indemnified by the Registrant against all
   expenses (including attorneys' fees) incurred in connection therewith.
   Expenses may be advanced to a director or officer at his request, provided
   that he undertakes to repay the amount advanced if it is ultimately
   determined that he is not entitled to indemnification for such expenses.
   Indemnification shall be made by the Registrant (unless ordered by a court)
   only upon a determination that the applicable standard of conduct required
   for indemnification has been met.  Article Ninth of the Registrant's Amended
   and Restated Certificate of Incorporation further provides that the
   indemnification provided therein is not exclusive.  The Registrant has
   indemnification agreements with its directors and officers that provide for
   the maximum indemnification allowed by law.

        The Registrant maintains officers' and directors' insurance covering
   certain liabilities that may be incurred by officers and directors in the
   performance of their duties.

   Item 7.  Exemption of Registration Claimed.

        Not Applicable.

                                        4
PAGE
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 in 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;

                  (iii)To include any material information with respect to the
                       plan of distribution not previously disclosed in the
                       registration statement or any material change to such
                       information in the registration statement.

                       Provided, however, that paragraphs (a)(1)(i) and
                  (a)(1)(ii) do not apply if the registration statement is on
                  Form S-3 or Form S-8, and the information required to be
                  included in a post-effective amendment by those paragraphs is
                  contained in periodic reports filed by the Registrant pursuant
                  to Section 13 or Section 15(d) of the Securities Exchange Act
                  of 1934 that are incorporated by reference in the registration
                  statement.

             (2)  That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

             (3)  To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

        (b)  The undersigned hereby undertakes that, for purposes of determining
   any liability under the Securities Act of 1933, each filing of the
   Registrant's annual report pursuant to section 13(a) or section 15(d) of the
   Securities Exchange Act of 1934 (and, where applicable, each filing of an
   employee benefit plan's annual report pursuant to section 15(d) of the
   Securities Exchange Act of 1934) that is incorporated by reference in the
   registration statement shall be deemed to be a new registration statement

                                        5
PAGE
relating to the securities offered herein, and the offering of such
   securities at that time shall be the initial bona fide offering thereof. 

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

                                        6
PAGE
SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
   Registrant certifies that it has reasonable grounds to believe that it meets
   all of the requirements for filing on Form S-8 and has duly caused this
   Registration Statement to be signed on its behalf by the undersigned,
   thereunto duly authorized, in the City of Waltham, Commonwealth of
   Massachusetts, on this 7th day of April, 1995.

                                 THERMO ELECTRON CORPORATION

                                 By:  George N. Hatsopoulos
                                      -------------------------
                                      George N. Hatsopoulos, President 
                                      and Chief Executive Officer

                                 POWER OF ATTORNEY

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

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

           Signature                    Title                  Date
           ---------                    -----                  ----

                             President, Chief Executive
                             Officer, Chairman of the
   George N. Hatsopoulos     Board of Directors            April 7, 1995
   ------------------------
   George N. Hatsopoulos

                                                          
                             Executive Vice President
   John N. Hatsopoulos       and Chief Financial Officer   April 7, 1995
   ------------------------
   John N. Hatsopoulos

                             Vice President, Finance
   Paul F. Kelleher          (Chief Accounting Officer)    April 7, 1995
   ------------------------
   Paul F. Kelleher

                                        7
PAGE
Signature                    Title                  Date
           ---------                    -----                  ----

   John M. Albertine         Director                      April 7, 1995
   ------------------------

   John M. Albertine

   Peter O. Crisp            Director                      April 7, 1995
   ------------------------

   Peter O. Crisp

   Elias P. Gyftopoulos      Director                      April 7, 1995
   ------------------------
   Elias P. Gyftopoulos

   Frank Jungers             Director                      April 7, 1995
   ------------------------
   Frank Jungers

   Robert A. McCabe          Director                      April 7, 1995
   ------------------------
   Robert A. McCabe

   Frank E. Morris           Director                      April 7, 1995
   ------------------------
   Frank E. Morris

   Donald E. Noble           Director                      April 7, 1995
   ------------------------
   Donald E. Noble

   Hutham S. Olayan          Director                      April 7, 1995
   ------------------------
   Hutham S. Olayan

   Roger D. Wellington       Director                      April 7, 1995
   ------------------------
   Roger D. Wellington

                                        8
PAGE
EXHIBIT INDEX

   Exhibit 
   Number         Description                                  Page
   ------         -----------                                  ----

   4.1            Restated Certificate of 
                  Incorporation of the Registrant (incor-
                  porated herein by reference Exhibit 3.1
                  to the Registrant's Annual Report on Form
                  10-K for the fiscal year ended December
                  31, 1994 (File No. 1-8002)).

   4.2            By-Laws of the Registrant, as amended
                  (incorporated herein by reference to 
                  Exhibit 3.2 to the Registrant's Annual 
                  Report on Form 10-K for the fiscal year 
                  ended January 1, 1994 (File No. 1-8002)).

   4.3            Rights Agreement dated as of May 4, 1988 
                  between the Registrant and The First 
                  National Bank of Boston, which includes 
                  as Exhibit A the Form of Certificate of 
                  Designations, as Exhibit B the Form of 
                  Rights Certificate, and as Exhibit C the 
                  Summary of Rights to Purchase Preferred 
                  Stock (incorporated herein by reference 
                  to Exhibit 1 to the Registrant's 
                  Registration Statement on Form 8-A, 
                  declared effective by the Commission 
                  on June 25, 1988 (File No. 1-8002)).

   4.4            Coleman Research Corporation Nonqualified
                  Stock Option Plan                             10

   5.1            Opinion of Seth H. Hoogasian, Esq.            16

   23.1           Consent of Arthur Andersen LLP                17

   23.2           Consent of Seth H. Hoogasian, Esq. 
                  (contained in his opinion filed as 
                  Exhibit 5.1).

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

                                        9