As  filed  with  the  Securities  and  Exchange  Commission  on  May  31,  2001.
                                                          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)

                           2001 EQUITY INCENTIVE PLAN

                      2000 EMPLOYEES EQUITY INCENTIVE PLAN

                           (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

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


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S>                            <C>      <C>                 <C>             <C>
                                                             Proposed
                                                              Maximum
                           Amount      Proposed Maximum     Aggregate        Amount
Title of securities        to be        Offering Price      Offering    of Registration
  to be registered       registered        Per Share          Price           Fee
-------------------      ----------    ---------------      ---------    --------------
                           5,960,000
Common Stock, $1.00 par      shares       $168,727,600(2)    $28.31 (2)        $42,182
    value per share           (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:

2001 Equity Incentive Plan: 5,000,000 shares

2000 Employees Equity Incentive Plan: 960,000 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 5,960,000  shares
and (2) the  average  of the high  and low  sales  prices,  $28.97  and  $27.65,
respectively,  of Thermo  Electron's common stock on the New York Stock Exchange
on May 30, 2001 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)  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.

     (e)  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
John A. Piccione,  Esq., Deputy General Counsel of Thermo Electron. Mr. Piccione
is a full-time  employee of Thermo Electron and owns or has the right to acquire
57,933 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;
<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

<PAGE>

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 31st
day of May, 2001.

                                   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,  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:
<TABLE>
<CAPTION>
<S>                                  <C>                                        <C>
Signature                             Title                                     Date
                                      Chief Executive Officer and
                                      Director (Principal
/s/ Richard F. Syron                  Executive Officer)                        May 31, 2001
----------------------------------
Richard F. Syron

/s/ Marijn E. Dekkers                 President, Chief Operating
----------------------------------    Officer and Director                      May 31, 2001
Marijn E. Dekkers
<PAGE>

                                      Vice President and Chief
                                      Financial Officer (Principal
/s/ Theo Melas-Kyriazi                Financial Officer)                        May 31, 2001
----------------------------------
Theo Melas-Kyriazi

                                      Corporate Controller and
                                      Chief Accounting
/s/ Peter E. Hornstra                 Officer (Principal
----------------------------------    Accounting Officer)                       May 31, 2001
Peter E. Hornstra


/s/ Samuel W. Bodman                  Director                                  May 31, 2001
----------------------------------
Samuel W. Bodman


/s/ Peter O. Crisp                    Director                                  May 31, 2001
----------------------------------
Peter O. Crisp


/s/ Frank Jungers                     Director                                  May 31, 2001
----------------------------------
Frank Jungers


/s/ Jim P. Manzi                      Director                                  May 31, 2001
----------------------------------
Jim P. Manzi


/s/ Robert A. McCabe                  Director                                  May 31, 2001
----------------------------------
Robert A. McCabe


/s/ Hutham S. Olayan                  Director                                  May 31, 2001
----------------------------------
Hutham S. Olayan


/s/ Robert W. O'Leary                 Director                                  May 31, 2001
----------------------------------
Robert W. O'Leary
</TABLE>



<PAGE>


                                  EXHIBIT INDEX


Exhibit
Number            Description


5                 Opinion of John A. Piccione, Esq. regarding
                  legality.

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




                                   May 31, 2001

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

Re:   Registration Statement on Form S-8 Relating
      to 5,960,000 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  5,960,000  shares of Thermo  Electron's  Common
Stock,  $1.00 par value per share (the  "Shares")  subject to the stock plans or
agreements listed on Schedule 1 hereto (collectively, the "Plans").

     I or a member of the Company's Legal Department 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 the Company's  Legal  Department  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


                           2001 EQUITY INCENTIVE PLAN

                      2000 EMPLOYEES EQUITY 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.



Arthur Andersen LLP



Boston, Massachusetts
May 25, 2001
[{"type": "S-8", "sequence": "1", "filename": "tmos8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21318}]
{"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": "333-62004", "film-number": "1651977"}, "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  May  31,  2001.
                                                          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)

                           2001 EQUITY INCENTIVE PLAN

                      2000 EMPLOYEES EQUITY INCENTIVE PLAN

                           (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
Proposed
                                                              Maximum
                           Amount      Proposed Maximum     Aggregate        Amount
Title of securities        to be        Offering Price      Offering    of Registration
  to be registered       registered        Per Share          Price           Fee
-------------------      ----------    ---------------      ---------    --------------
                           5,960,000
Common Stock, $1.00 par      shares       $168,727,600(2)    $28.31 (2)        $42,182
    value 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:

2001 Equity Incentive Plan: 5,000,000 shares

2000 Employees Equity Incentive Plan: 960,000 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 5,960,000  shares
and (2) the  average  of the high  and low  sales  prices,  $28.97  and  $27.65,
respectively,  of Thermo  Electron's common stock on the New York Stock Exchange
on May 30, 2001 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)  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.

     (e)  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., Deputy General Counsel of Thermo Electron. Mr. Piccione
is a full-time  employee of Thermo Electron and owns or has the right to acquire
57,933 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 31st
day of May, 2001.

                                   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,  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
                                      Chief Executive Officer and
                                      Director (Principal
/s/ Richard F. Syron                  Executive Officer)                        May 31, 2001
----------------------------------
Richard F. Syron

/s/ Marijn E. Dekkers                 President, Chief Operating
----------------------------------    Officer and Director                      May 31, 2001
Marijn E. Dekkers
Vice President and Chief
                                      Financial Officer (Principal
/s/ Theo Melas-Kyriazi                Financial Officer)                        May 31, 2001
----------------------------------
Theo Melas-Kyriazi

                                      Corporate Controller and
                                      Chief Accounting
/s/ Peter E. Hornstra                 Officer (Principal
----------------------------------    Accounting Officer)                       May 31, 2001
Peter E. Hornstra

/s/ Samuel W. Bodman                  Director                                  May 31, 2001
----------------------------------
Samuel W. Bodman

/s/ Peter O. Crisp                    Director                                  May 31, 2001
----------------------------------
Peter O. Crisp

/s/ Frank Jungers                     Director                                  May 31, 2001
----------------------------------
Frank Jungers

/s/ Jim P. Manzi                      Director                                  May 31, 2001
----------------------------------
Jim P. Manzi

/s/ Robert A. McCabe                  Director                                  May 31, 2001
----------------------------------
Robert A. McCabe

/s/ Hutham S. Olayan                  Director                                  May 31, 2001
----------------------------------
Hutham S. Olayan

/s/ Robert W. O'Leary                 Director                                  May 31, 2001
----------------------------------
Robert W. O'Leary
EXHIBIT INDEX

Exhibit
Number            Description

5                 Opinion of John A. Piccione, Esq. regarding
                  legality.

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

                                   May 31, 2001

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

Re:   Registration Statement on Form S-8 Relating
      to 5,960,000 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  5,960,000  shares of Thermo  Electron's  Common
Stock,  $1.00 par value per share (the  "Shares")  subject to the stock plans or
agreements listed on Schedule 1 hereto (collectively, the "Plans").

     I or a member of the Company's Legal Department 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 the Company's  Legal  Department  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

                           2001 EQUITY INCENTIVE PLAN

                      2000 EMPLOYEES EQUITY 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.

Arthur Andersen LLP

Boston, Massachusetts
May 25, 2001